THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE 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 personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document, which comprises: (i) a circular prepared for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out at the end of this document; and (ii) a prospectus relating to the Ordinary Shares prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of FSMA, has been approved by the FCA in accordance with section 87A of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This document can also be obtained on request from the Company's Receiving Agent, Equiniti Limited, or from www.ite-exhibitions.com.

Subject to the restrictions set out below, if you sell or transfer or have sold or transferred all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 26 June 2018 please send this document, together with any Provisional Allotment Letter, duly renounced, if and when received, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. This document and/or the Provisional Allotment Letter should not, however, be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to (subject to certain exceptions), the United States and any of the other Excluded Territories. If you sell or have sold or otherwise transferred all or some of your Existing Ordinary Shares (other than ex-rights) held in uncertificated form before the ex-rights date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the ex-rights date, you should immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected. Instructions regarding split applications are set out in Part IX (Terms and Conditions of the Rights Issue) of this document and the Provisional Allotment Letter.

The distribution of this document, any other offering or public material relating to the Rights Issue and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or any accompanying documents come should inform themselves about and observe any such restrictions. In particular, subject to certain exceptions, this document and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

ITE GROUP PLC

(Incorporated as a public limited company in England and Wales with registered number 01927339)

PROPOSED ACQUISITION OF ASCENTIAL EVENTS LIMITED

7 FOR 4 RIGHTS ISSUE OF UP TO 471,939,236 NEW ORDINARY SHARES
AT 56.2 PENCE PER NEW ORDINARY SHARE

NOTICE OF GENERAL MEETING

INVESTEC

Sponsor, Financial Adviser, Joint Broker, Joint Bookrunner and Lead Underwriter

NUMIS

Joint Broker, Joint Bookrunner and Joint Underwriter

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part VII (Letter from the Chairman) of this document. You should read the whole of this document, any accompanying document and any documents incorporated herein by reference. Shareholders and any other person contemplating a purchase of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares should review, in particular, the risk factors set out in Part II (Risk Factors) of this document for a discussion of certain risks and uncertainties and other factors that should be considered when deciding on what action to take in relation to the Rights Issue and deciding whether or not to purchase the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. You should not rely solely on the information summarised in the letter from the Chairman.

Notice of General Meeting

A Notice of General Meeting of the Company, to be held at the offices of CMS Cameron McKenna Olswang Nabarro LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF at 9.30 a.m. on 25 June 2018, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti Limited, by not later than 9.30 a.m. on 23 June 2018 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). You may also submit your proxy electronically at www.sharevote.co.uk using your Investor Code found on the Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 9.30 a.m. on 23 June 2018 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, should you so wish.

The Existing Ordinary Shares have been admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. An application has been made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) will commence on the London Stock Exchange at 8.00 a.m. (London time) on 26 June 2018.

Subject to, among other things, the passing of the Resolutions at the General Meeting, it is expected that Qualifying Non-CREST Shareholders (other than, subject to limited exceptions, Overseas Shareholders with a registered address in the United States or in any of the other Excluded Territories) will be sent Provisional Allotment Letters by post on 25 June 2018 and that Qualifying CREST Shareholders (other than, subject to limited exceptions, Overseas Shareholders with a registered address in the United States or in any of the other Excluded Territories) will receive a credit to the appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 26 June 2018. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear as soon as practicable after Admission of the New Ordinary Shares.

The latest time and date for acceptance and payment in full for the New Ordinary Shares under the Rights Issue is expected to be 11.00 a.m. (London time) on 10 July 2018, unless otherwise announced by the Company. The procedure for acceptance and payment are set out in Part IX (Terms and Conditions of the Rights Issue) of this document and, for Qualifying Non-CREST Shareholders only, will also be set out in the Provisional Allotment Letter. Qualifying CREST Shareholders should refer to Section 5 of Part IX (Terms and Conditions of the Rights Issue) of this document. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Rights Issue.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA and is acting exclusively for the Company and for no one else in connection with the Acquisition, the Rights Issue and Admission, will not regard any other person(s) (whether or not a recipient of this document) as its client(s) in relation to the Acquisition, the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Acquisition, the Rights Issue and Admission and/or any other matter(s) referred to in this document.

Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and for no one else in connection with the Rights Issue and Admission, will not regard any other person(s) (whether or not a recipient of this document) as its client(s) in relation to the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Rights Issue and Admission and/or any other matter(s) referred to in this document.

Apart from the responsibilities and liabilities, if any, that may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither of the Banks or any of their respective affiliates, directors, officers, employers or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of, this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Acquisition, the Rights Issue and Admission or the arrangements described in this document and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. The Banks and their respective affiliates, directors, officers, employees and advisers accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. The Banks have given and not withdrawn their consent to the issue of this document with the inclusion of the references to its name in the form and context to which they are included.

The Banks and any of their respective affiliates may, acting as investors for their own account, in accordance with applicable legal and regulatory provisions engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in this document to Nil Paid Rights, Fully Paid Rights and New Ordinary Shares being issued, offered, subscribed, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, placing or dealing by, either of the Banks or any of their respective affiliates acting in such capacity. In addition, either of the Banks or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Bank (or its affiliates) may from time to time acquire, hold or dispose New Ordinary Shares. Except as required by applicable law or regulation, the Banks do not propose to make any public disclosure in relation to such transactions.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights may decline and investors could lose all or part of their investment, the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluation the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights and determining appropriate distribution channels.

NOTICE TO OVERSEAS SHAREHOLDERS

EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS DOCUMENT IS NOT BEING MADE TO SHAREHOLDERS OR INVESTORS IN THE UNITED STATES OR ANY OF THE OTHER EXCLUDED TERRITORIES. Subject to certain exceptions, neither this document nor the Provisional Allotment Letter constitutes, or will constitute, or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any Shareholder with a registered address in, or who is resident or located in, the United States or any of the other Excluded Territories. None of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been or will be registered under the relevant laws of any state, province or territory of the United States or any of the other Excluded Territories. Neither this document nor the Provisional Allotment Letter constitutes an offer to sell or issue, or a solicitation of any offer to purchase or subscribe for New Ordinary Shares or any offer or solicitation to take up entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in which such offer or solicitation is unlawful. Subject to certain exceptions, neither this document nor the Provisional Allotment Letter should be distributed in or into the United States or any of the other Excluded Territories. Any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this document or any Provisional Allotment Letter, if received, or other document to a jurisdiction outside the United Kingdom should read Part IX (Terms and Conditions of the Rights Issue) of this document.

NOTICE TO US INVESTORS

Except as otherwise provided for herein, this document does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letters to any Shareholder with a registered address in, or who is resident in, the United States. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letter has been or will be registered under the US Securities Act or under securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Notwithstanding the foregoing, the Company reserves the right to offer and deliver the Nil Paid Rights to, and the Fully Paid Rights and the New Ordinary Shares may be offered to and acquired by, a limited number of persons in the United States reasonably believed to be "qualified institutional buyers" within the meaning of Rule 144A under the US Securities Act, in transactions exempt from, or not otherwise subject to, the registration requirements of the US Securities Act. The New Ordinary Shares being offered outside the United States are being offered in reliance on Regulation S under the US Securities Act ("Regulation S"). Subject to certain limited exceptions, neither this document nor the Provisional Allotment Letter will be distributed in or into the United States.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon, or endorsed the merits of, the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

NOTICE TO CANADIAN RESIDENTS

Except as otherwise provided for herein, this document does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter to any Shareholder with a registered address in, or who is resident in, Canada. Any distribution of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter in Canada is being made on a "private placement" basis exempt from the requirement that the Company prepare and file a prospectus with the securities commissions or similar regulatory authorities in Canada. Nil Paid Rights, Fully Paid Rights, New Ordinary Shares and Provisional Allotment Letter may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in Canada, except that:

(a) this restriction does not apply to a Shareholder with a registered address in, or who is resident in, Canada who is notified in writing by the Company or an underwriter that the Shareholder is eligible to participate in the Rights Issue; and

(b) New Ordinary Shares may be offered and sold by underwriters or sub-underwriters to purchasers in Canada purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Any sale or resale of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

The statements in this Notice to Canadian Residents do not apply to a person outside Canada who acts on behalf of a fully managed account of a client in Canada and is authorised to so act under the legislation of a non-Canadian jurisdiction.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal adviser.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the underwriters and sub-underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

NOTICE TO ALL INVESTORS

Capitalised terms have the meanings ascribed to them in Part XXI (Definitions and Interpretation) which begins on page 236 of this document.

Certain information in relation to the Company is incorporated by reference into this document. You should refer to Part XX (Documents Incorporated by Reference) of this document for further information. Without limitation, unless expressly stated herein, the contents of the websites of the Group, and any links accessible through the websites of the Group do not form part of this document.

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information for any purposes other than in considering an acquisition of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter is prohibited, except to the extent such information is otherwise publicly available. By accepting delivery of, or accessing, this document, each offeree of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares agrees to the foregoing.

The contents of this document are not to be construed as legal, business, financial or tax advice. None of the Company, the Banks nor any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary

Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice in connection with the purchase of the New Ordinary Shares. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved.

Investors also acknowledge that: (i) they have not relied on either of the Banks (or any of their respective affiliates) in connection with any investigation of the accuracy of any information contained in this document or their investment decision; (ii) they have relied only on the information contained in this document in making their relevant decision; and (iii) no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or Nil Paid Rights, Fully Paid Rights or New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or either of the Banks (or any of their respective affiliates).

Neither the delivery of this document nor any acquisition or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this document or that the information in this document is correct at any time after its date.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this document nor any acquisition or sale made hereunder 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 in this document is correct at any time after this date.

The date of this document is 6 June 2018.

Part I	Summary	Page
Part I	SUMMARY	8
Part II	RISK FACTORS	21
Part III	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	36
Part IV	IMPORTANT INFORMATION	38
Part V	RIGHTS ISSUE STATISTICS	45
Part VI	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	46
Part VII	LETTER FROM THE CHAIRMAN	48
Part VIII	SOME QUESTIONS AND ANSWERS ABOUT THE RIGHTS ISSUE	60
Part IX	TERMS AND CONDITIONS OF THE RIGHTS ISSUE	67
Part X	SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION	94
Part XI	INFORMATION ON THE GROUP AND THE ASCENTIAL EXHIBITIONS BUSINESS	96
Part XII	INFORMATION CONCERNING THE NEW ORDINARY SHARES	109
Part XIII	DIRECTORS AND EMPLOYEES	113
Part XIV	OPERATING AND FINANCIAL REVIEW OF THE ITE GROUP AND ASCENTIAL EXHIBITIONS BUSINESS	132
Part XV	HISTORICAL FINANCIAL INFORMATION RELATING TO THE ITE GROUP	163
Part XVI	HISTORICAL FINANCIAL INFORMATION RELATING TO THE ASCENTIAL EXHIBITIONS BUSINESS	164
Part XVII	UNAUDITED PRO FORMA FINANCIAL INFORMATION	193
Part XVIII	TAXATION	199
Part XIX	ADDITIONAL INFORMATION	212
Part XX	DOCUMENTS INCORPORATED BY REFERENCE	234
Part XXI	DEFINITIONS AND INTERPRETATION	236
NOTICE OF GENERAL MEETING		245

PART I

SUMMARY

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

The summary contains all the Elements required to be included in a summary for this type of issuer and securities. 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 into the summary because of the type of issuer and securities, 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 the words "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 Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares should be based on consideration of the Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the relevant EEA state which has implemented the Prospectus Directive, have to bear the costs of translating this document before the legal proceedings are initiated.
Civil liability attaches 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 the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the securities.
A.2	Any consents to and conditions regarding use of this document	Not applicable. The Company has not given its consent to the use of this document for the resale or final placement of the securities by financial intermediaries.
Section B – Issuer
---	---	---
Element	Disclosure requirement	Disclosure
B.1	Legal and commercial name	ITE Group plc (“ITE” or the “Company”).
B.2	Domicile and legal form	The Company is a public limited company domiciled in England and Wales, with its registered number 01927339. The Company was incorporated and registered in England and Wales as a company limited by shares on 28 June 1985. The principal law and legislation under which the Company operates is the Companies Act.

| B.3 | Nature of the Company's current operations and principal activities | The ITE Group's vision is to become a leading organiser of international trade exhibitions and conferences, specialising in organising ‘must-attend’ events that help to connect attendees to their target audiences around the world. Exhibitors use the ITE Group's exhibitions and conferences as sales and marketing events, where they interact with visitors, promote new and existing products, generate leads and ultimately make sales, with the events acting as an industry platform bringing a business community together under one roof.

The ITE Group organises over 200 exhibitions and conferences each year, showcasing well-known brands in key industry sectors, and is structured into five operating divisions based on: geographic location, being Asia, Central Asia, Eastern & Southern Europe, and Russia; and the Brands division, a portfolio of international events brands. |
| --- | --- | --- |
| B.4 | Significant recent trends | In 2017, the ITE Group embarked upon a targeted and clear strategy: the Transformation and Growth programme (“TAG Programme” or “TAG”). Good progress was made on the TAG Programme during the year ended 30 September 2017, with operational and financial momentum leading to improved trading trends across the business. This operational and financial progress has continued through the first half of the 2018 financial year. Following the launch of the TAG Programme, ITE Group continues to progress according to plan across each of the three pillars of strategic activity; accelerate growth by creating a scalable platform, manage the portfolio and make product-led acquisitions. TAG Programme investments related to creating a scalable platform are spread across five areas: to create best practice functions and teams; invest in show operations; build capability and talent; drive a performance culture; and build and maintain fit for purpose IT infrastructure and systems.

The Group is moving to a centralised and product-led model because the Directors believe the evolution of customer expectations means that every local market now expects events to be of a standard, international quality. Furthermore, global multinationals are starting to choose a single events company to exhibit with, that caters for them globally as a one-stop shop that is able to deliver a consistently high standard of service everywhere.

In addition, the ITE Group has segmented its business into Core and Non-Core events to enable ITE management to increase its focus on events that are considered to present the greatest opportunities, whilst reducing distraction from less profitable events. The Core events are those that the Directors believe are of strategic importance to the Group's future, including the Group's largest events and those with the greatest potential for growth. The Non-Core events consist of smaller shows which the Directors believe have less potential for growth.

As part of the Group's strategy, a top priority remains to apply TAG Programme investments to its Core events, to realise their full potential. This strategy includes investing in content to drive greater customer experience for exhibitors and visitors, and improved exhibitor retention.

The Group's international sales teams focus on ITE's Core events and this has contributed to strong revenue growth from Core events as evidenced by combined double digit like-for-like revenue growth delivered from the four of its top 10 events (by revenue) which occurred during the six months ended 31 March 2018. During the year ended 30 September 2017, the Group discontinued 37 Non-Core events, with a further 22 discontinued in the six months ended 31 March 2018. On 24 April 2018, the Group also announced the disposal of TradeLink ITE Sdn. Bhd., owner of the Metaltech exhibition in Malaysia for £4.2 million, as a continuation of this pillar of the TAG Programme. |

B.5	Group description	The Company's legal and commercial name is ITE Group plc. The Company is a public limited company incorporated and registered in England and Wales on 28 June 1985 as a public company limited by shares with the name Multitrust Investment plc. The Company changed its name to Multitrust plc on 14 November 1986, to Cementone plc on 10 January 1994, and subsequently to ITE Group plc on 19 March 1998. Its Ordinary Shares are admitted to the premium segment of the Official List and traded on the main market for listed securities of the London Stock Exchange. The Company is the ultimate parent company of the Group comprised of the Company and its subsidiaries from time to time.
B.6	Major shareholders	As at 5 June 2018, being the latest practicable date prior to the publication of this document, in so far as it is known to the Company by virtue of the notifications made to the Company pursuant to Rule 5 of the Disclosure Guidance and Transparency Rules or otherwise, the name of each person who, directly or indirectly, is interested in voting rights representing 3 per cent. or more of the total voting rights in respect of the Company's issued ordinary share capital, and the amount of such person's holding, is as follows:
		Name of Shareholder	Number of Ordinary Shares
		Brandes Investment Partners	37,631,651
		Neptune Investment Management	23,487,052
		BlackRock	17,171,008
		Fidelity Management & Research	16,726,103
		Invesco Trimark	12,940,757
		JO Hambro Capital Management	12,210,846
		Legal & General Investment Management	11,156,479
		Amiral Gestion	10,821,962
		Mawer Investment Management	10,773,335
		MN Services	9,692,584
		Fidelity Institutional Asset Management	9,207,801
		Columbia Threadneedle Investments	8,537,325
		Save as set out above, the Company is not aware of any person who, as at 5 June 2018, being the latest practicable date prior to the publication of this document, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company. None of the major shareholders of the Company set out above has different voting rights from any other holder of Ordinary Shares in respect of any Ordinary Shares held by them.

B.7 Historical key financial information

ITE Group
The table below sets out the Group's summary financial information for the periods indicated. The financial information has been extracted without material adjustment from the audited and unaudited financial statements of the Group for the relevant period.

	Six months ended 31 March (unaudited)		Year ended 30 September (audited)
	2018 £m	2017 £m	2017 £m	2016 £m	2015 £m
Income Statement Data
Revenue	75.4	69.6	152.6	134.4	135.8
Operating profit/(loss)	3.1	5.6	(4.2)	(2.3)	32.1
Profit/(loss) before tax	1.3	3.1	(3.2)	(4.1)	31.5
Headline profit before tax	16.0	15.4	31.6	36.5	47.2
Balance Sheet Data
Total Assets	290.2	320.0	299.3	291.1	263.0
Total liabilities	(206.7)	(211.7)	(209.0)	(194.7)	(163.7)
Net Assets	83.5	108.3	90.3	96.4	99.3
Cash Flow Data
Net cash from operating activities	8.1	19.2	35.5	34.3	30.3
Net cash utilised on investing activities	(1.3)	(7.1)	(11.8)	(20.2)	(57.0)
Net cash outflow from financing activities	(2.7)	(11.0)	(14.9)	(15.7)	(17.2)
Net (decrease)/increase in cash and cash equivalents	4.1	1.2	8.9	(1.5)	(9.5)
Cash and cash equivalents at beginning of period	23.3	15.5	15.5	17.3	28.1
Cash and cash equivalents at end of period	26.2	15.8	23.3	15.5	17.3

Headline profit/(loss) before tax is defined as profit/(loss) before tax after adding back amortisation charges in report of acquired intangible assets, impairment of goodwill, intangible assets and investments in associates and joint ventures, derecognition of goodwill on cessation of trading, transaction costs on completed and pending acquisitions, restructuring costs which relate to Costs incurred in transforming the business, and largely relate to the TAG Programme, profit/(loss) on disposal of investments, tax on income from associates and joint ventures and revaluation of liabilities on completed acquisitions.

The following significant changes to the financial condition and operating results of ITE Group plc occurred during the twelve month periods ended 30 September 2015, 30 September 2016 and 30 September 2017 and the six month period ended 31 March 2018:

In the year ended 30 September 2015, the Group made two substantial acquisitions. In December 2014 the Group acquired the Breakbulk portfolio of events for £27 million. In March 2015 the Group acquired 50 per cent. of Africa Oil Week for £16 million, with further options over the remaining equity which was subsequently acquired in the years ended 30 September 2016 and 30 September 2017.
The year ended 30 September 2016 saw revenues remain relatively flat at £134.4 million (the year ended 30 September 2015: £135.8 million). The Group made a loss before tax of £4.1 million (the year ended 30 September 2015: profit before tax of £31.5 million). Headline profit before tax declined to £36.5 million (the year ended 30 September 2015: £47.2 million) as a result of weaker foreign exchange conversion in key markets and a decline in trading, offset in part by prior year acquisitions. The currency impact and trading decline had a common cause; the fall in the oil price in early 2015 had a negative effect on the oil dependant economies of Russia, Azerbaijan and Kazakhstan leading to a proportionate devaluation of currencies to

| | | protect their national finances. The effect on ITE's business in these countries was further aggravated by the high proportion of ITE's exhibitors who import and distribute overseas goods. For these customers the currency devaluation made their business less competitive.

● In the year ended 30 September 2017 revenue was £152.6 million (the year ended 30 September 2016: £134.4 million), representing growth of 14 per cent. The Group made a loss before tax of £3.2 million (the year ended 30 September 2016: loss of £4.1 million) and headline profit before tax was lower at £31.6 million (2016: £36.5 million) after the planned investment in the new TAG Programme as well as the negative impact of biennial events and timing differences.

Net cash flow from operating activities for the year ended 30 September 2017 increased to £35.5 million (year ended 30 September 2016: £34.3 million), after investment in the TAG Programme, as new onsite rebooking initiatives were introduced and Moscow began to show signs of recovery.

● In the six month period ended 31 March 2018, ITE revenue was £75.4 million (six month period ended 31 March 2017: £69.6 million) representing growth of 8 per cent., driven by early TAG initiatives, focus on Core events and the majority of markets returning to growth. The Group made a profit before tax of £1.3 million for the six months ended 31 March 2018 (six month period ended 31 March 2017: profit of £3.1 million). Headline profit before tax was £16.0 million (six month period ended 31 March 2017: £15.4 million), representing growth of 4 per cent.

There has been no significant change in the trading or financial position of the Group since 31 March 2018.

Deloitte LLP, the auditors of the Company, issued an unqualified audit opinion on the consolidated financial statements of the Group included in the 2015 Annual Report and Accounts, the 2016 Annual Report and Accounts and the 2017 Annual Report and Accounts. |
| --- | --- | --- |
| B.8 | Key pro forma financial information | Selected key unaudited pro forma financial information is set out below. The unaudited pro forma net assets statement of the Group set out below has been prepared on a voluntary basis in accordance with Annex II items 1 to 6 of the PD Regulation and on the basis of the notes set out below to illustrate the impact of the Rights Issue on the net assets of the Group as if it had taken place at 31 March 2018. |

The unaudited pro forma net assets statement has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and does not, therefore, represent the Group's actual financial position or results. The pro forma financial information has been prepared in a manner consistent with the accounting policies adopted by the Group for the year ended 30 September 2017.

Unaudited pro forma income statement relating to the Enlarged Group

	ITE Group income statement for the year ended 30 September 2017 (Note 1) £000	Adjustments			Pro forma income statement of the Enlarged Group £000
		Ascential Exhibitions Business income statement for the year ended 31 December 2017 (Note 2) £000	Transaction costs (Note 3)	Interest costs (Note 4)
Revenue	152,623	82,952	–	–	235,575
Cost of sales	(93,259)	(33,354)	–	–	(126,613)
Gross profit	59,364	49,598	–	–	108,962
Other operating income	741	–	–	–	741
Administrative expenses	(69,639)	(30,835)	(6,000)	–	(106,474)
Foreign exchange gain on operating activities	337	–	–	–	337
Share of results of associates and joint ventures	5,006	–	–	–	5,006
Operating (loss)/profit	(4,191)	18,763	(6,000)	–	8,572
Investment revenue	6,030	–	–	–	6,030
Finance costs	(5,002)	(33)	–	(1,500)	(6,535)
(Loss)/profit before tax	(3,163)	18,730	(6,000)	(1,500)	8,067
Tax charge	(3,252)	(4,072)	–	330	(6,994)
(Loss)/profit for the year	(6,415)	14,658	(6,000)	(1,170)	1,073
Attributable to:
Owners of the parent	(8,246)	14,658	(6,000)	(1,170)	(758)
Non-controlling interests	1,831	–	–	–	1,831
	(6,415)	14,658	(6,000)	(1,170)	1,073

Notes

(1) The ITE Group's financial information for the year ended 30 September 2017 has been extracted, without material adjustment, from the audited ITE Group published financial statements for the year ended 30 September 2017 which are prepared in accordance with IFRS.

(2) The Ascential Exhibition Business financial information for the year ended 31 December 2017 has been extracted, without material adjustment, from the historical financial information of the Ascential Exhibitions Business the year ended 31 December 2017 which is set out in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business) of this Prospectus.

(3) Transaction costs expected to be incurred as a result of the Rights Issue and Acquisition and charged to the income statement comprise £6 million incurred by ITE Group. A further £9 million of transaction costs has been recognised in equity in respect of the rights issue. These costs will not have a continuing impact on the Enlarged Group.

(4) Additional finance costs are expected to be incurred as a result of the £50 million drawdown of additional debt to part fund the Acquisition. Interest charges on the additional debt of £1.5 million are based on an interest rate of 3 per cent. based on LIBOR plus applicable margin. The £0.3 million tax effect of this adjustment has been calculated by applying the Ascential Exhibitions Business effective tax rate of 22 per cent. Finance costs associated with this additional debt will have a continuing impact on the results of the Enlarged Group.

(5) In preparing the unaudited pro forma income statement no account has been taken of the trading or transactions of ITE Group since 30 September 2017 or the Ascential Exhibitions Business since 31 December 2017.

(6) In preparing the unaudited pro forma income statement no account has been taken of the impact of additional amortisation costs that may arise, and have a continuing impact, following any purchase price allocation exercise, as this will be undertaken following Completion. In preparing the unaudited pro forma income statement no account has been taken of the impact of the potential to surrender ITE Group's UK tax losses to the Ascential Exhibitions Business or additional amortisation costs that may arise following any purchase price allocation exercise, as this will be undertaken following Completion. These would have a continuing impact on the results of the Enlarged Group.

The unaudited pro forma financial information does not take into account the trading of the Group subsequent to the period end balance sheet date of 31 March 2017.

Unaudited pro forma statement of net assets relating to the Enlarged Group

	ITE Group net assets as at 31 March 2018 (Note 1) £300	Adjustments
		Ascential Exhibitions Business net assets as at 31 December 2017 (Note 2) £300	Rights Issue (Note 3) £300	Proceeds from debt drawdown (Note 4) £300	Acquisition consideration (Note 5) £300	Acquisition adjustment (Note 6) £300	Transaction costs (Note 7) £300
Non-current assets
Goodwill and intangible assets	142,300	22,535	-	-	-	303,277	-
Property, plant and equipment	3,366	3,322	-	-	-	-	6,688
Interests in associates and joint ventures	48,671	-	-	-	-	-	48,671
Venue advances and other loans	3,683	336	-	-	-	-	4,019
Derivative financial instruments	182	-	-	-	-	-	182
Deferred tax asset	4,828	860	-	-	-	-	5,688
	203,030	27,053	-	-	-	303,277	-
Current assets
Trade and other receivables	56,899	29,510	-	-	-	-	86,409
Tax prepayment	777	-	-	-	-	-	777
Cash and cash equivalents	26,234	1,209	265,000	50,000	(300,000)	-	(15,000)
Assets classified as held for sale	3,261	-	-	-	-	-	3,261
	87,171	30,719	265,000	50,000	(300,000)	-	(15,000)
Total assets	290,201	57,772	265,000	50,000	(300,000)	303,277	(15,000)
Current liabilities
Trade and other payables	(16,443)	(11,527)	-	-	-	-	(27,970)
Current tax liabilities	(1,056)	(4,012)	-	-	-	-	(5,068)
Deferred income	(83,105)	(44,405)	-	-	-	-	(127,510)
Derivative financial instruments	(13,546)	-	-	-	-	-	(13,546)
Provisions	(503)	-	-	-	-	-	(503)
Liabilities classified as held for sale	(1,881)	-	-	-	-	-	(1,881)
	(116,534)	(59,944)	-	-	-	-	(176,478)
Non-current liabilities
Bank loan	(77,385)	-	-	(50,000)	-	-	(127,385)
Provisions	(117)	(523)	-	-	-	-	(640)
Deferred tax liabilities	(10,152)	(327)	-	-	-	-	(10,479)
Deferred income	(2,124)	(255)	-	-	-	-	(2,379)
Derivative financial instruments	(439)	-	-	-	-	-	(439)
	(90,217)	(1,105)	-	(50,000)	-	-	(141,322)
Total liabilities	(206,751)	(61,049)	-	(50,000)	-	-	(317,800)
Net assets	83,450	(3,277)	265,000	-	(300,000)	303,277	(15,000)

Notes

(1) ITE Group's financial information as at 31 March 2018 has been extracted, without material adjustment, from the unaudited ITE Group interim financial information for the period ended 31 March 2018 which are prepared in accordance with IFRS.

(2) The Ascential Exhibitions Business financial information as at 31 December 2017 has been extracted, without material adjustment, from the historical financial information of the Ascential Exhibitions Business as at 31 December 2017 which is set out in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business) of this Prospectus.

		the event that the Acquisition does not complete, the net cash proceeds of the Rights Issue will be used for to repay ITE Group's indebtedness while the Directors evaluate alternative uses for the funds. If no such uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. (4) This adjustment reflects the proceeds of the debt to be drawn under the Facility Agreement. The Facility Agreement has been extended from £100 million (£50 million term loan and £50 million revolving credit facility) to £170 million (£75 million term loan and £95 million revolving credit facility). The Directors expect to draw £25 million of the incremental term loan and £25 million of the incremental revolving credit facility. As at 31 March 2018, £50.0 million was drawn under the term loan and £27.4 million under the revolving credit facility. (5) Acquisition consideration is to be funded in cash through a combination of the net proceeds of the Rights Issue (£250 million) and the drawdown of additional debt under the Facility Agreement (£50 million). (6) The Acquisition adjustment reflects the expected accounting on Completion using the acquisition method of accounting and is set out below: £000 Cash consideration (i) 300,000 Net liabilities acquired (ii) 3,277 Goodwill and intangible assets recognised on Acquisition 303,277 (i) Under the terms of the Sale and Purchase Agreement, the cash consideration payable by ITE Group for the Acquisition is £300 million (subject to certain adjustments to reflect the working capital and net debt position of the Ascential Exhibitions Business). (ii) The net liabilities acquired are stated as at 31 December 2017. The balance of £303.3 million represents the goodwill and intangible assets recognised on the Acquisition. On Completion, an exercise will be undertaken to calculate the purchase price adjustment under the terms of the Sale and Purchase Agreement. This has not been considered for the unaudited pro forma financial information. No purchase price allocation assumptions in relation to the value of any acquired Ascential Exhibitions Business assets, including intangible assets, have been included in the pro forma statement of net assets. All purchase consideration in excess of the Ascential Exhibitions Business net asset value has therefore been treated as goodwill. Any such purchase price allocation would affect the value of goodwill recognised and could result in an amortisation charge, which is not reflected in the pro forma income statement. (7) Transaction costs expected to be incurred as a result of the Rights Issue and Acquisition comprise £15 million incurred by ITE Group, of which £9 million has been recognised in equity in respect of the rights issue. These costs will not have a continuing impact on the Enlarged Group. (8) In preparing the unaudited pro forma statement of net assets no account has been taken of the trading or transactions of ITE Group since 31 March 2018 or the Ascential Group since 31 December 2017.
B.9	Profit forecast or estimate	Not applicable. No profit forecast or estimate has been included in this document.
B.10	Nature of any qualifications in the audit report on the historical financial information	Not applicable. There are no qualifications in the audit report on the historical financial information incorporated by reference into this document as set out in Part XX (Documents Incorporated by Reference).
B.11	Working capital explanation	Not applicable. In the opinion of the Company, after taking into account available bank facilities and the net proceeds of the Rights Issue, the working capital available to the Group and the Enlarged Group is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

Section C – Securities
Element	Disclosure requirement	Disclosure
C.1	Type and class of securities	The Rights Issue is being made to all Qualifying Shareholders. Pursuant to the Rights Issue, the Company is proposing to offer 7 New Ordinary Shares to Qualifying Shareholders at 56.2 pence per New Ordinary Share for every 4 Existing Ordinary Shares held on the Record Date by Qualifying Shareholders. When admitted to trading, the New Ordinary Shares will be registered with ISIN number GB0002520509 and SEDOL number 0252050.

The ISIN (LSE) for the Nil Paid Rights is GB00BF50PS23 and the ISIN (LSE) for the Fully Paid Rights is GB00BZ18VH17.

This document relates not only to the issue of the New Ordinary Shares but also sets out information in relation to the Existing Ordinary Shares. |
| C.2 | Currency | The Nil Paid Rights, Fully Paid Rights and the Ordinary Shares held on the register of members of the Company are denominated in Pounds Sterling. |
| C.3 | Number of shares Issued | As at 5 June 2018 (being the latest practicable date prior to the publication of this document), the Company had 269,679,563 Existing Ordinary Shares of 1 penny each. |
| C.4 | Rights attached to the securities | The New Ordinary Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares. The New Ordinary Shares will not receive the interim dividend for the year ending 30 September 2018 as the record date for such interim dividend is 8 June 2018, which is before the expected date of issue of the New Ordinary Shares. |
| C.5 | Restrictions on the free transferability of the securities | There are no restrictions on the free transferability of the Ordinary Shares. |
| C.6 | Admission to trading | Applications will be made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected Admission will become effective on 26 June 2018 and the dealings in the New Ordinary Shares (nil paid) will commence on the London Stock Exchange at 8.00am on 26 June 2018. |
| C.7 | Dividend policy | The Directors understand the importance of dividend payments to Shareholders and intend to maintain ITE's existing policy of declaring dividends at a coverage ratio of more than two times headline earnings per share, subject to the Company having sufficient distributable reserves and cash available for this purpose.

For the six month period ended 31 March 2018, ITE has declared an interim dividend of 1.5 pence per share (2017: 1.5 pence per share). |

Section D – Risks
Element	Disclosure requirement	Disclosure
D.1	Key risks that are specific to the Group and its industry	The key risk factors relating to the Group and its industry are set forth below:

• The ITE Group and, following Completion, the Enlarged Group are affected by the economic conditions of the sectors and regions in which they and their customers operate.
• The ITE Group and, following Completion, the Enlarged Group are exposed to the risks of doing business internationally, including, ability to effectively enforce legal rights and foreign currency controls.
• The ITE Group and, following Completion, the Enlarged Group are exposed to the risks of joint venture counterparties failing to perform their obligations.
• Currency fluctuations and/or currency controls may have a significant impact on the reported revenue and profit/(loss for the year of the ITE Group and, following Completion, the Enlarged Group.
• The markets in which the ITE Group and, following Completion, the Enlarged Group operate are highly competitive and subject to rapid change.
• The ITE Group’s and, following Completion, the Enlarged Group’s continued growth depends, in part, on their ability to successfully identify and complete further acquisitions.
• ITE’s and, following Completion, the Enlarged Group’s businesses and strategy are dependent on the strength of their brands.
• The ITE Group’s and, following Completion, the Enlarged Group’s business depend on their ability to attract, train and retain their senior management and highly skilled colleagues.
• Attendance at the ITE Group’s and, following Completion, the Enlarged Group’s events could decline as a result of disruptions in global or local travel conditions, such as congestion at airports, striking transportation workers, the risk of or an actual terrorist event, adverse weather or fear of communicable diseases, either in the year of or the year preceding any event.
• The ITE Group, and following Completion the Enlarged Group may not be able to source or obtain desirable venues, locations or dates for its events or otherwise suffer from disrupted relationships with key suppliers.
• Breaches of ITE’s and, following Completion, the Enlarged Group’s information security systems or other unauthorised access to sensitive information could adversely affect their businesses and operations.
• ITE and, following Completion, the Enlarged Group may be adversely affected by enforcement of and changes in legislation and regulation affecting their businesses, such as data protection and anti-bribery and corruption laws, and those of their customers.
• Changes in tax laws or their application or interpretation may adversely impact the ITE Group and, following Completion, the Enlarged Group. |

Section E – Offer
Element	Disclosure requirement	Disclosure
E.1	Total net proceeds and estimate of total expenses of the issue/ offer, including estimated expenses charged to investors	The total estimated net proceeds of the Rights Issue are expected to be approximately £250 million.
The total estimated expenses of the Rights Issue payable by the Company are approximately £9 million (excluding VAT).
The total estimated expenses of the Acquisition payable by the Company are approximately £6 million (excluding VAT).
No expenses will be charged to Shareholders who take up their rights in the Rights Issue.

| E.2 | Reasons for the offer and use of the proceeds | It is intended that the proceeds of the Rights Issue will be used towards financing the Acquisition, subject to certain conditions being met. If the Acquisition completes, the consideration to be paid to Ascential UK Holding Limited, a subsidiary of Ascential plc, by ITE on Completion will be £300 million in cash (subject to certain adjustments to reflect the working capital and net debt position of the Target).

The Acquisition is expected to be funded through:
• £250 million from the proceeds of the Rights Issue (net of expenses);
• £50 million from the Facility Agreement.

The Rights Issue is not conditional on Completion. If the Rights Issue were to proceed but Completion does not occur, the Directors’ current intention is that the proceeds of the Rights Issue will be applied to reducing the Company’s net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for ITE and would be subject to applicable securities laws. |
| --- | --- | --- |
| E.3 | Terms and conditions of the offer | Pursuant to the Rights Issue, the Company is proposing to raise estimated net proceeds of £250 million which will be used to part finance the Acquisition.

The Rights Issue is being fully underwritten by the Banks on, and subject to, the terms and conditions of the Underwriting Agreement.

The New Ordinary Shares will be offered to Qualifying Shareholders on the basis of 7 New Ordinary Shares at 56.2 pence each for every 4 Existing Ordinary Shares held and registered in the name of each such Qualifying Shareholder at the close of business on the Record Date (and so in proportion for any other number of Ordinary Shares then held) and otherwise on the terms and conditions set out in this document. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares.

The Rights Issue Price represents a discount of approximately 60.2 per cent. to the Closing Price on 5 June 2018 (being the last Business Day prior to the date of this document) and a 35.5 per cent. discount to the theoretical ex-rights price of 87.1 pence per New Ordinary Shares calculated by reference to that Closing Price on the same basis.

Upon completion of the Rights Issue, the New Ordinary Shares will represent approximately 175.0 per cent. of the Company’s existing issued share capital and approximately 63.6 per cent. of the Company’s enlarged issued share capital following the Rights Issue. Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares in full will experience dilution of their shareholding by approximately 63.6 per cent. as a result of the Rights Issue.

The New Ordinary Shares will, be issued and fully paid, rank pari passu with the Existing Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company. The New Ordinary Shares may be held in certificated or uncertificated form. |

| | | The Rights Issue is conditional, among other things, upon (a) the passing of the Resolutions at the General Meeting without amendment; (b) Admission becoming effective by no later than 8.00 a.m. on 26 June (or such later time and/or date, being not later than 8.30 a.m. on 10 July 2018, as the Banks and the Company may agree); and (c) the Underwriting Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

Applications will be made to the UK Listing Authority for the New Ordinary Shares (nil paid and fully paid) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil paid and fully paid) to be admitted to trading on the London Stock Exchange’s main market for listed securities, respectively. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) will commence on the London Stock Exchange at 8.00 a.m. on 26 June 2018. |
| --- | --- | --- |
| E.4 | Interests material to the issue/offer, (including any conflicting interests) | Not applicable. There are no interests, known to the Company, including conflicting interests that are material to the Rights Issue. |
| E.5 | Name of person selling securities Lock-up agreement details including the parties involved and indication of the period of lock-up | Not applicable. The Rights Issue comprises an offer of New Ordinary Shares to be issued by the Company. |
| E.6 | Dilution resulting from the Rights Issue | Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares in full will have their proportionate shareholdings in the Company diluted by approximately 63.6 per cent. as a consequence of the Rights Issue. |
| E.7 | Estimated expenses charged to the investor by the Company | Not applicable. Investors will not be charged expenses by the Company in respect of the Rights Issue. |

PART II

RISK FACTORS

Any investment in Ordinary Shares is subject to a number of risks and uncertainties. Prior to investing in Ordinary Shares, prospective investors should carefully consider the factors, risks and uncertainties associated with any such investment, the business strategy of the ITE Group, and the business of the Ascential Exhibitions Business and, following Completion, the Enlarged Group and the industry in which they each operate, together with all other information contained in this document including, in particular, the risk factors described below. Prospective investors should note that the risks relating to the ITE Group and, from Completion, the Enlarged Group, its industry and the Ordinary Shares summarised in the section of this document headed "Summary" are the risks that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in Ordinary Shares. However, as the risks which the ITE Group and, from Completion, the Enlarged Group 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, amongst other things, the risks and uncertainties described below.

A number of factors affect the operating results, financial condition and prospects of each of ITE and the Ascential Exhibitions Business and, following Completion, will affect the Enlarged Group. The following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in Ordinary Shares and should be used as guidance only. The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the ITE Group's, and following Completion, the Enlarged Group's business, prospects, financial condition and/or results of operations or the market price of the Ordinary Shares. Additional risks and uncertainties relating to the ITE Group and, following Completion, the Enlarged Group that are not currently known to the ITE Group, or that the ITE Group currently deems immaterial, may individually or cumulatively also have a material adverse impact on the ITE Group's, and following Completion, the Enlarged Group's business, prospects, financial condition and/or results of operations and, if any such risk should materialise, the price of Ordinary Shares may decline and investors could lose all or part of their investment. Investors should carefully consider whether an investment in Ordinary Shares is suitable for them in the light of the information in this document and their personal circumstances.

1. RISKS RELATED TO THE GROUP, THE ENLARGED GROUP AND THEIR BUSINESSES AND THE INDUSTRY IN WHICH THEY OPERATE OR WILL OPERATE

1.1 The ITE Group and, following Completion, the Enlarged Group are affected by the economic conditions of the sectors and regions in which they and their customers operate.

The performance of the ITE Group and, following Completion, the Enlarged Group depends on the financial health of its customers, which in turn is dependent on the economic conditions of the industries and geographic regions in which those customers operate. Historically, spending by companies in the events and exhibitions sector has been affected by the economic cycle, with some companies spending significantly less in times of recession or economic uncertainty or when substantial downward pressure on budgets otherwise remains. The ITE Group has been affected by cyclical pressures on spending by some companies, with participation and attendance at, and sponsorship of, some events traditionally being reduced in times of recession or economic uncertainty.

The ITE Group's and, following Completion, the Enlarged Group's customer offering are also subject to developments in their customers' end markets, such as regulatory changes or geopolitical instability in the regions in which exhibitions are organised, or an economic downturn or period of uncertainty that reduces demand for exhibition space. In general, the longer such situations continue, the higher the likelihood that there will be a negative impact on the profitability of the ITE Group's exhibitions, and in some circumstances, the ITE Group's ability to continue to operate in certain territories. Similar considerations are expected to apply to the Enlarged Group following Completion.

The ITE Group currently generates almost half of its revenue from Russia and, following Completion, the Enlarged Group will continue to generate a significant portion of its revenue from Russia. As a

result, any weakness, downturn or uncertainty in the Russian economy or political climate that may affect customer discretionary spending could have a material adverse effect on the business, results of operations, financial condition and prospects of the ITE Group and, following Completion, the Enlarged Group.

1.2 The ITE Group and, following Completion, the Enlarged Group, are exposed to the risks of doing business internationally, including ability to enforce effectively legal rights and foreign currency controls.

During the year ended 30 September 2017, a significant portion of the ITE Group's revenue was generated from customers and events located outside the United Kingdom, with 47 per cent. of the ITE Group's revenue being generated from events in Russia. Consequently, the ITE Group's and, following Completion, the Enlarged Group's business will be subject to the risks associated with doing business internationally and their business and financial results could be adversely affected due to a variety of factors, including:

adverse changes in foreign currency exchange rates, in particular, the Euro or Russian Ruble;
changes in a specific country's or region's political and cultural climate or economic condition;
major incidents, events, disaster or disease at an event or exhibition;
changes to, or variances amongst, foreign laws and regulatory requirements;
difficulty of effective enforcement of contractual provisions in local jurisdictions;
inadequate intellectual property protection in foreign countries or variances amongst such countries;
the effects of applicable foreign tax regimes and potentially adverse tax consequences; and
the effect of operating in a number of countries with complex local requirements surrounding overseas payments. There is a risk that excess cash is 'trapped' in subsidiaries resulting in liquidity shortages within ITE Group or, following Completion, the Enlarged Group.

The ITE Group sells services into 72 countries, holds events in 13 countries and has 30 offices globally. Following Completion, the Enlarged Group will hold events in 15 countries, with the addition of Brazil and Mexico. Growth in a number of the regions where the ITE Group operates presents logistical and management challenges due to different business cultures, laws and languages, resulting in a variety of control, operational and reputational risks for the ITE Group. In addition, the market dynamics and competitive features in many of these markets may differ from the markets in which the ITE Group is more established.

The ITE Group, and following Completion, the Enlarged Group, faces a variety of political, cultural and economic risks associated with international operation and expansion, including local regulations and standards (including business licences and permits), competition and anti-trust laws and unexpected changes thereto, currency and foreign exchange volatility, more relaxed corporate governance cultures, exposure to third parties in jurisdictions where there may be a higher risk of activities such as tax evasion or bribery, and the risk of outbreak of war, the escalation of hostilities and acts of terrorism.

In addition, recent political events in Russia, and its political dealings with other countries have led to more economic sanctions being put in place against Russia by Western countries. These sanctions, along with threatened increases in existing and possible retaliatory sanctions which could be imposed by Russia on Western countries, could affect the Enlarged Group's ability to do business in Russia (and other countries which have similar sanctions in place).

The ITE Group operates and, following Completion the Enlarged Group, will operate in a number of jurisdictions where the local laws, regulations and legal system are less developed than those in Western Europe and the US. For example, laws and regulations may be supplemented or otherwise modified by undocumented practices, policies adopted and applied as law in a non-transparent way and powers exercised which have not been granted to the exerciser in accordance with prevailing laws. There may also be limited precedents on the interpretation, implementation or enforcement of

local laws and regulations, the judicial system may not be reliable or objective and the ability to enforce acknowledged legal rights may be lacking.

The ITE Group's, and following Completion the Enlarged Group's operations are therefore influenced by the social, economic, regulatory and political situations in various markets and regions, which are often unpredictable and outside their control. If the ITE Group or, following Completion, the Enlarged Group cannot effectively manage exposure to these challenges, this could have a material adverse effect on their business, results of operations, financial condition and prospects.

1.3 The ITE Group and, following Completion, the Enlarged Group are exposed to the risks of joint venture counterparties failing to perform their obligations.

Some of the business of the Enlarged Group is or may be conducted through non wholly-owned subsidiaries and joint ventures in which the Enlarged Group shares control (in whole or in part) with strategic or joint venture partners. Some of these joint ventures and strategic alliances may be required by foreign ownership laws and restrictions. There can be no assurance that any of these strategic or joint venture partners will continue their relationships with the Enlarged Group in the future or that the Enlarged Group will be able to pursue its stated strategies with respect to its non wholly-owned subsidiaries and joint ventures and the markets in which they operate. Furthermore, the strategic or joint venture partners may (a) have economic or business interests or goals that are inconsistent with those of the Enlarged Group, (b) take actions contrary to the Enlarged Group's policies or objectives, (c) undergo a change of control, (d) experience financial and other difficulties or (e) be unable or unwilling to fulfil their obligations under the joint ventures, which may negatively affect the Enlarged Group's businesses, results of operations, financial condition and prospects.

1.4 Currency fluctuations and/or currency controls may have a significant impact on the reported revenue and profit of the ITE Group and, following Completion, the Enlarged Group.

The ITE Audited Financial Statements and, following Completion are, the financial statements of the Enlarged Group will be, presented in Pounds Sterling and, therefore, are and will be subject to movements in exchange rates on the translation of the financial results of businesses whose functional currencies are other than Pounds Sterling. The ITE Group is also exposed to foreign exchange rate movements through the conversion of revenues from overseas operations to Pounds Sterling. The principal exposure is to the Euro and the Russian Ruble, which form the basis of ITE Group's invoicing, and to the Russian Ruble which is the functional currency of ITE's Russian operations. Volatility and fluctuations in exchange rates relative to Pounds Sterling, which have occurred in recent periods, could materially affect the reported results from year to year of the ITE Group and, following Completion, the Enlarged Group. An adverse currency movement against Pounds Sterling could have a significant adverse impact on the Enlarged Group's business, results of operations, financial condition and prospects.

The ITE Group and, following Completion, the Enlarged Group, operates from and maintains bank accounts in, a number of jurisdictions. Any imposition of currency controls in any of those jurisdictions may restrict or prevent access to those bank accounts leading to cash being trapped in those jurisdictions. An inability to move cash resources around the ITE Group and, following Completion, the Enlarged Group could have a material adverse effect on their financial condition and results of operations.

1.5 The markets in which the ITE Group and, following Completion, the Enlarged Group operate are highly competitive and subject to rapid change.

The markets for the ITE Group's and, following Completion, the Enlarged Group's products and services are competitive and in a state of ongoing change in response to demand from customers (both exhibitors and visitors), technological innovations, changing legislation and other factors.

Some of the ITE Group's and, following Completion, the Enlarged Group's principal competitors have substantial financial resources, established brands, technological expertise and market experience that may better position them to anticipate and respond to competitive changes. The direct competitive pressure applied by rival events could lead to pressure on pricing, exhibitor numbers and

visitor numbers for events, potentially reducing bookings, revenues, profit margins and cash flows. A single exhibition or sector in a market could have its prospects curtailed by a strong competitor launch.

The ITE Group and, following Completion, the Enlarged Group cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of its business. The competitive environment in which the ITE Group and, following Completion, the Enlarged Group operate will require the ITE Group and/or the Enlarged Group to continually enhance and adapt their products and services, develop and invest in new products and services and invest in technology to better serve the needs of their existing customers and to attract and retain customers.

The ITE Group and, following Completion, the Enlarged Group's growth strategy involves measured change across parts of the ITE Group, which requires the assimilation of new ways of working and different corporate cultures. The failure to manage change effectively could lead to increased colleague turnover, disengagement, poor project delivery and, ultimately, failure to deliver the strategic objectives of the ITE Group and, following Completion, the Enlarged Group.

If the ITE Group and, following Completion, Enlarged Group are unable to adapt successfully and/or develop their business and activities in a timely fashion or to successfully respond to changes in which they operate, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the ITE Group and, following Completion, the Enlarged Group.

1.6 The ITE Group's and, following Completion, the Enlarged Group's continued growth depends, in part, on their ability to successfully identify and complete acquisitions.

The ITE Group's strategy includes making further selective product-led acquisitions. Attractive acquisitions may be difficult to identify or complete for a number of reasons, including the availability of desirable assets, competition amongst prospective buyers, economic uncertainty and, in some instances, the need for regulatory, including antitrust, approvals. The ITE Group and, following Completion, the Enlarged Group may not be able to identify and successfully complete acquisitions or strategic business alliance transactions, on favourable terms, or at all, which could adversely impact the ITE Group's and, following Completion, the Enlarged Group's ability to grow revenue and profitability in the future.

The success of any acquisition depends in part on the ITE Group's and, following Completion, the Enlarged Group's ability to integrate the acquired business or assets, including customers, colleagues, suppliers, operating systems, operating procedures and information technology systems. The process of integrating acquired businesses or assets may involve unforeseen difficulties and integration could take longer than anticipated. Integrating any newly acquired businesses may also require a disproportionate amount of management's attention and financial and other resources, and detract from the resources remaining for the ITE Group's and, following Completion, the Enlarged Group's pre-existing businesses. If any of the factors mentioned above were to occur, this could have a material adverse effect on the business, results of operations, financial condition and prospects of the ITE Group and, following Completion, the Enlarged Group.

1.7 The ITE Group's and, following Completion, the Enlarged Group's businesses and strategy are dependent on the strength of their brands.

The ITE Group's and, following Completion, the Enlarged Group's businesses are dependent on the success of their branded events. The continued strength of their brands is necessary to continue to attract exhibitors, speakers, delegates and sponsorship opportunities.

In addition, the ITE Group's and, following Completion, the Enlarged Group's success and ability to compete are dependent, in part, upon the ITE Group's and, following Completion, the Enlarged Group's ability to maintain and protect the proprietary nature of their brands. The inability or failure to adequately protect their intellectual property rights could allow the ITE Group's and, following Completion, the Enlarged Group's competitors and others to produce branded events based on the ITE Group's and, following Completion, the Enlarged Group's brands, which could substantially impair the ITE Group's and, following Completion, the Enlarged Group's operating performance and their ability to compete.

The ITE Group and, following Completion, the Enlarged Group are also exposed to possible brand damage from poor performance in terms of customer service or event attendance. The ITE Group and, following Completion, the Enlarged Group are further exposed to the risk that litigation, accident or injury at any of their exhibitions or festivals, employee or attendee misconduct, operational failures, the outcome of regulatory or other investigations or actions, the reputations and actions of their business partners, press speculation and negative publicity, among other things, whether or not founded, could damage their brand and reputation. Additionally, any extension of the ITE Group's products and services into adjacent areas may reduce or dilute the relevance and reputation of the product or service and its brand value. A decline in favourable recognition of any of the ITE Group's or, following Completion, the Enlarged Group's products and services could also impact their ability to attract or retain customers. Any of these adverse developments could materially and adversely affect the ITE Group's or, following Completion, the Enlarged Group's business, results of operations and financial condition.

Additionally, in the event that any key speaker or attendee that had been booked for any of the ITE Group's or, following Completion, the Enlarged Group's events (and their attendance advertised as a marketing point to attract exhibitors, sponsors and delegates) failed to attend or otherwise fulfil their contractual obligations at such event, such failure could cause damage to that event's reputation and adversely affect attendance for succeeding years and materially and adversely affect the ITE Group's or, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.8 The ITE Group's and, following Completion, the Enlarged Group's business depend on their ability to attract, train and retain their senior management and highly skilled colleagues.

The successful management and operations of the ITE Group and, following Completion, the Enlarged Group depend on the contributions of their senior management and other key talent, including the colleagues that serve customers and maintain client relationships. The continuing success of the ITE Group and, following Completion, the Enlarged Group depends in part on their ability to continue to recruit, motivate and retain highly experienced and qualified colleagues. In the event that employees have long-standing relationships with customers, a loss of key staff could negatively impact the short-term prospects of a specific event or sector.

A loss of one or more of the members of the ITE Group's or, following Completion, the Enlarged Group's senior management without adequate replacement could have a material adverse effect on the business, results of operations, financial condition and prospects of the ITE Group and/or the Enlarged Group. A failure to identify and retain key individuals may affect the ITE Group's and, following Completion the Enlarged Group's ability to successfully integrate.

1.9 Attendance at the ITE Group's and, following Completion, the Enlarged Group's events could decline as a result of disruptions in global or local travel conditions, such as congestion at airports, striking transportation workers, the risk of or an actual terrorist event, adverse weather or fear of communicable diseases, either in the year of or the year preceding any event.

The ITE Group and the Ascential Exhibitions Business organise events that are dependent on attracting potentially large numbers of individuals on any given day. As a result, major accidents (being incidents causing multiple injuries requiring hospital treatment, or more severe harm), incidents, events or disasters, whether arising from natural causes, man-made or otherwise, have the potential to significantly disrupt operations. Circumstances that have the capacity to result in significant operational disruption to global travel, in particular air travel, or to travel into or within the jurisdiction hosting the relevant event, include natural disasters, military conflict, political unrest, change of administration, terrorist activity, industrial action and health pandemics.

Many attendees and exhibitors travel to the ITE Group's and Ascential Exhibitions Business' events by air. Air traffic congestion at airports or air traffic control inefficiencies (including due to industrial action by air traffic controllers), which results in cancellations or delays, the risk of or actual terrorist events, the imposition of government restrictions and the outbreak or fear of communicable diseases may significantly affect the ability, or desire, of participants to travel. The financial condition of the airline industry and its impact on ticket prices could also affect event attendance. Additionally, adverse

weather conditions, acts of nature such as earthquakes, volcanic eruption leading to ash clouds, storms or other natural disasters, strike action by transport workers on roads or railways or other methods of transport or strike or civil disturbances such as blockade action could have similar effects on attendees and exhibitors, both those travelling by air and those using other modes of transport.

The ITE Group's, and following Completion, the Enlarged Group's own staff and external contractors need to travel to event locations in advance of the event dates in order to set up the event space and logistical arrangements. The same factors disrupting travel may prevent them from travelling to perform these tasks. This may be independent of any impact on attendees and exhibitors, such that there is no impact on their ability or willingness to travel, but the ITE Group or, following Completion, the Enlarged Group may be unable to deliver the event to the required standard.

In addition, events organised by the ITE Group, and following Completion, the Enlarged Group, carry operational health and safety risks, including fire safety, structural collapse of a stand, food hygiene, crowd control, security and access in an emergency. The ITE Group and the Ascential Exhibitions Business do not normally own the venues from which they operate, and instead hire floor space on a tenancy or licence basis, and are dependent on the operators of the venues to have adequate safety policies in place which comply with all regulations in the local jurisdiction. At its most severe, non-compliance with such safety policies could result in loss of life through accidents or incidents at an exhibition or event as well as major injuries or other significant loss.

The dates for almost all events are scheduled well in advance and, for a variety of reasons, there is little to no flexibility, both on the part of the ITE Group and the Ascential Exhibitions Business and that of participants, with respect to rescheduling or postponing the event. Circumstances that reduce the ability or desire of attendees and exhibitors to travel to the ITE Group's and, following Completion, the Enlarged Group's events could materially and adversely affect their business, results of operations and financial condition. While the ITE Group has event cancellation insurance policies in place, the coverage provided by these policies may not be sufficient, and cancellation of the ITE Group's and, following Completion, the Enlarged Group's events in the event of terrorist attack or outbreak of communicable diseases is not currently insured in most cases.

Any of the circumstances described above could damage the ITE Group's and, following Completion, the Enlarged Group's reputation adversely, affect their revenues and profitability and expose them to risks of loss, litigation and potential liability and/or regulatory action. While the ITE Group and, following Completion, the Enlarged Group plan to insure certain of their risks and liabilities, the insurance may be inadequate to cover all of their risks or the insurers may deny coverage of material losses incurred by the ITE Group and, following Completion, the Enlarged Group, which could have a material adverse effect on the ITE Group is and, following Completion, the Enlarged Group's business, results of operations, financial condition and prospects.

1.10 The ITE Group, and following Completion the Enlarged Group may not be able to source or obtain desirable venues, locations or dates for their events or otherwise suffer from disrupted relationships with key suppliers.

Certain of the ITE Group's and Ascential Exhibitions Business' events are dependent on being held in particular venues and locations, on particular dates each year. Most of the contracts with these venues and locations must be negotiated each year. For example, Africa Upstream, which is the main event of Africa Oil Week is held annually in Cape Town, South Africa in late October or early November, and it would be challenging to move either its location or dates, due to the small number of suitable locations for an event of its size and without potential loss of attendance from exhibitors, sponsors and delegates.

In the event that any desired locations and venues for particular exhibitions were unavailable on the desired dates, or any locations were to substantially increase their charges for hiring, it could materially and adversely affect the ITE Group's, and following Completion, the Enlarged Group's business, results of operations and financial condition. In addition, damage to or unavailability of a particular venue could impact their short-term trading position.

The ITE Group and, following Completion, the Enlarged Group have relationships with key suppliers, including suppliers of venues, which are necessary for their continued operations and growth. Most

of the contract with these suppliers must be negotiated each year. The partial or complete loss of these suppliers, or a significant adverse change in the relationship with any of these suppliers, could result in service delays, reputational damage and/or added costs that could harm the ITE Group's and, following Completion, the Enlarged Group's business and customer relationships to the extent that they are unable to replace them in a timely fashion. A further risk of a breakdown of relationship is that competitor risk would increase if a rival exhibition is launched at the previous venue.

Any disruptions in these existing relationships with key suppliers, or the inability to contract with these suppliers or establish relationships and contract with new suppliers, could materially and adversely affect the business, results of operations and financial condition of the ITE Group or, following Completion, the Enlarged Group.

In addition, it may be difficult, time-consuming or expensive to terminate or amend exhibition, venue rental or other contracts, particularly in developing markets where legal systems are less predictable.

1.11 Breaches of the ITE Group or, following Completion, the Enlarged Group's information security systems or other unauthorised access to sensitive information and any defects in their disaster recovery arrangements could adversely affect their businesses and operations.

The ITE Group and, following Completion, the Enlarged Group have valuable information databases as part of their business. There are people who may try to breach the ITE Group's and, following Completion, the Enlarged Group's information security controls to compromise, or gain unauthorised access to, their databases in order to misappropriate data and/or information for potentially fraudulent purposes or to obtain a competitive advantage. As the techniques used by such persons change frequently, ITE and, following Completion, the Enlarged Group may be unable to anticipate or protect against the threat of breaches of data security or other unauthorised access. Breaches of ITE's and, following Completion, the Enlarged Group's information security controls or other unauthorised access to ITE's and, following Completion, the Enlarged Group's databases could damage ITE's and, following Completion, the Enlarged Group's reputation and expose them to risks of loss, litigation and potentially liability and/or regulatory action, as well as increase the likelihood of more extensive governmental and/or regulatory supervision of these activities in a way that could adversely affect this aspect of ITE's and, following Completion, the Enlarged Group's business, results of operations, financial condition and prospects.

ITE is currently upgrading its disaster recovery systems. As part of ITE's current disaster recovery arrangements, ITE's information databases are replicated in near real-time in a separate standby facility. Databases added through the Acquisition will be temporarily served through alternate facilities. The Enlarged Group does not control the operation of any of these facilities, and these facilities may be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. These facilities may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems or defects at these facilities or in the Enlarged Group's disaster recovery systems may negatively affect the Enlarged Group's business, results of operations, financial condition and prospects.

1.12 The ITE Group and, following Completion, the Enlarged Group may be adversely affected by enforcement of and changes in legislation and regulation affecting their businesses, such as data protection and anti-bribery and corruption laws, and those of their customers.

The ITE Group and, following Completion, the Enlarged Group, as well as their customers, are required to comply with various laws, regulations, administrative actions and policies which relate to, amongst other things, health and safety, anti-bribery, anti-corruption, modern slavery, copyright, direct mailing, data protection, data privacy and data security. Compliance with these laws and regulations may impose significant compliance costs and restrictions on the ITE Group and, following Completion, the Enlarged Group. If the ITE Group and, following Completion, the Enlarged Group fail to comply with these laws and regulations, the ITE Group and, following Completion, the Enlarged Group may have to pay penalties or private damages awards. In addition, such regulations often

provide broad discretion to the administering authorities and changes in existing laws or regulations, or in their interpretation or enforcement, could require the ITE Group and, following Completion, the Enlarged Group to incur additional costs in complying with those laws, or require changes to their strategy, operations or accounting and reporting systems, leading to additional costs or loss of revenue.

In particular, laws and regulations relating to communications, data protection, e-commerce, direct marketing and digital advertising have become more prevalent and complex in recent years. Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts, in the United States, the European Union, the United Kingdom (including the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), described below) and other jurisdictions may impose limits on the ITE Group's or, following Completion, the Enlarged Group's collection and use of certain kinds of information and their ability to communicate such information effectively to their customers. It is difficult to predict in what form laws and regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes might adversely affect the ITE Group and, following Completion, the Enlarged Group.

The GDPR was introduced in the United Kingdom from 25 May 2018 and increases the obligations and responsibilities of both data processors and data controllers, of which ITE is both. There is a risk that the ITE Group and, following Completion, the Enlarged Group may not be able to comply with, in whole or in part, the full requirements of GDPR which may result in regulatory censure and/or material fines.

The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the ITE Group and, following Completion, the Enlarged Group in a number of ways, including making it more difficult to grow and maintain marketing data and also through potential litigation relating to the alleged misuse of personal data. Although the Group does not currently rely on third party contractors to maintain databases, In some cases following Completion the Enlarged Group may rely on third-party contractors and employees to maintain their databases and seek to ensure that procedures are in place to comply with the relevant data protection regulations. The ITE Group and, following Completion, the Enlarged Group can provide no assurances that third-party contractors will abide by the contractual terms. The ITE Group and, following Completion, the Enlarged Group are exposed to the risk that their data could be wrongfully appropriated, lost or disclosed, or processed in breach of data protection regulation, by or on behalf of the ITE Group and, following Completion, the Enlarged Group. If the ITE Group and, following Completion, the Enlarged Group or any third-party service providers on which they rely fail to transmit customer information in a secure manner, or if any such loss of personal customer data were otherwise to occur, the ITE Group and, following Completion, the Enlarged Group could face liability under data protection laws and/or suffer reputational damage from the resulting lost goodwill of individuals such as customers or employees, as well as deterring new customers, and could potentially have an adverse effect on their business, results of operations, financial condition and prospects.

1.13 Changes in tax laws or their application or interpretation may adversely impact the ITE Group and, following Completion, the Enlarged Group.

The ITE Group operates in and, following Completion, the Enlarged Group is expected to continue to operate in a large number of countries. Accordingly, their earnings are subject to tax in many jurisdictions. Should changes be made to taxation legislation in the countries in which the ITE Group or, following Completion, the Enlarged Group operates such changes could limit the benefit of deferred tax, or otherwise increase levels of taxation on profits. Relevant authorities may amend the substance or interpretation of tax laws that apply to the ITE Group's and, following Completion, the Enlarged Group's businesses, in a manner that is adverse to the ITE Group and, following Completion, the Enlarged Group. There can therefore be no assurance that the various levels of taxation to which the ITE Group and, following Completion, the Enlarged Group are subject will not be increased or changed in a manner that is adverse to them.

Tax authorities around the world are increasingly rigorous in their scrutiny of transactions and in the pursuit of tax recoveries. Furthermore the OECD's Base Erosion and Profit Shifting project is expected to result in changes in the next two to three years to the current international tax framework and long

established principles that indicate where an organisation has a taxable presence or “permanent establishment”. Given the existing levels of subjectivity in determining permanent establishment and the number of countries where the ITE Group or, following Completion, the Enlarged Group has operations and customers, any change in this area may lead to an increased overall tax cost to the ITE Group or, following Completion, the Enlarged Group. If any ITE Group and, following Completion, the Enlarged Group company is found to be, or to have been, tax resident in any jurisdiction other than those in which they are currently deemed to be tax resident or to have a permanent establishment in any such jurisdiction (whether on the basis of existing law or the current application and interpretation of any tax authority or by reason of a change in law or application or interpretation), then that may have a material adverse effect on the amount of tax payable by the ITE Group or, following Completion, the Enlarged Group, which could materially affect their business, results of operations, financial condition and prospects.

The ITE Group and, following Completion, the Enlarged Group renders and receives cross-border supplies and services in respect of affiliated entities. Due to these cross-border transactions, the ITE Group and, following Completion, the Enlarged Group are exposed to tax risks, in particular with regard to transfer pricing rules that apply in many jurisdictions. To the extent the arm's length principle applicable within the scope of such rules is not complied with now or in the future, additional tax payments may arise in the respective jurisdictions in which the ITE Group or, following Completion, the Enlarged Group is active. Furthermore, sanctions may apply in the event of non-compliance with the applicable documentation obligations (such as a tax assessment by way of estimation and assessment of penalties).

The realisation of any of these risks could materially and adversely affect the business, results of operations, financial condition and prospects of the ITE Group or, following Completion, the Enlarged Group.

1.14 The ITE Group and, following Completion, the Enlarged Group are exposed to risks from legal, regulatory and similar proceedings which could adversely affect their business, results of operations, financial condition and prospects.

Although the ITE Group is not currently subject to any litigation that the Directors believe would have a material adverse effect on the ITE Group's or, and following Completion, the Enlarged Group's business, results of operations or financial condition or prospects, the nature of the industry in which the ITE Group and the Ascential Exhibitions Business operate tends to expose it to litigation and claims by exhibitors and attendees, generally for personal injuries, and other litigation or claims that arise in the ordinary course of business, including infringement of intellectual property rights by third parties, or infringement by the ITE Group of third parties' intellectual property rights. Additionally, litigation claims may arise in the context of a disposal of a business, where warranties or indemnities, in particular tax indemnities, are given in the sale process and remain outstanding.

In addition, the ITE Group and, following Completion, the Enlarged Group operate globally and their businesses are subject to litigation risks that expose them to liability under the laws in the various jurisdictions in which they operate. Laws and regulations are constantly changing and the ITE Group and, following Completion, the Enlarged Group are therefore also exposed to the risk of unfavourable changes in applicable law and its interpretation in the jurisdictions in which they operate. These risks include, amongst others, disputes over trade terms with customers and/or suppliers, customer losses resulting from information technology systems delay or failure, and violations of data protection and privacy laws. The ITE Group and, following Completion, the Enlarged Group may also be subject to regulatory investigation and enforcement actions, which in turn could trigger civil litigation.

Any such disputes or legal proceedings, whether with or without merit, could be expensive and time-consuming and could divert the attention of senior management. There can be no assurance as to what the ultimate outcome of any particular dispute or legal proceeding will be, and if resolved adversely to the ITE Group or the Enlarged Group, could harm its reputation and increase its costs. Any such unfavourable outcome of any particular matter or any future legal proceedings or costs related to the settlement of any such proceeding could materially and adversely affect the business, results of operations and financial condition and prospects of the ITE Group or, following Completion, the Enlarged Group.

In addition, there are a variety of risks associated with the relatively undeveloped legal and regulatory frameworks in certain markets, including the possibility of arbitrary, selective or unpredictable judicial rulings or government action, unclear or conflicting authority, lack of certainty, difficulties in obtaining effective redress and inability to enforce rights under contracts or to defend against claims of third parties.

1.15 Breaches of covenant in relation to the ITE Group's or, following Completion, the Enlarged Group's borrowing facilities resulting in an acceleration of outstanding debt would have a material adverse effect on the Enlarged Group's financial condition.

The ITE Group's borrowings are subject to and, following Completion, the Enlarged Group's borrowings will be subject to restrictive covenants that limit their ability to create liens, incur additional debt, dispose of their assets, pay dividends or consolidate, merge or sell part of their business. These restrictions may limit their ability to operate their business and may prohibit or limit their ability to enhance their operations or take advantage of potential business opportunities as they arise. Any breach of covenants and undertakings under the ITE Group's or, following Completion, the Enlarged Group's borrowing facilities with a subsequent acceleration of outstanding debt would have a material adverse effect on their business, results of operations, financial condition and prospects. Furthermore, market conditions may restrict their ability to borrow which could affect their expansion plans.

In addition, events in the credit markets in recent years have significantly restricted the supply of credit, as financial institutions have applied more stringent lending criteria or exited the market entirely. If current market conditions continue or deteriorate, it is likely to be more costly and more difficult for the ITE Group or and, following Completion, the Enlarged Group to refinance their debt and to raise new loan facilities to take advantage of opportunities.

For the avoidance of doubt, nothing in this Section 1.15 limits or is intended to limit the working capital statement contained in Section 7 of Part XIX (Additional Information) of this document.

1.16 ITE's TAG Programme may not be delivered on time or within budget.

The ITE Group has committed significant time and resources to its TAG Programme with a view to increasing the ITE Group's and, following Completion, the Enlarged Group's revenues and profitability. Implementation of the TAG Programme may take longer than anticipated, require a disproportionate amount of management's attention and/or require greater investment than anticipated. In addition, the anticipated benefits from the TAG Programme may not be realised to the extent expected by the Company. Growth may not be delivered within the expected timeline or at a rate that will cover investments costs, which will impact financial performance and stated growth objectives. If any of the above factors were to occur, this could have a material adverse effect on the business results of operations, financial condition and prospects of the ITE Group and, following Completion, the Enlarged Group.

1.17 The insurance the ITE Group and, following Completion, the Enlarged Group, maintains does not fully cover all potential exposures.

The ITE Group and, following Completion, the Enlarged Group, arranges insurance through its insurance brokers to cover risks associated with its business including property damage, terrorism (other than for event cancellation), business interruption, cyber-attacks, public and product liability, employer's liability, event cancellation and directors' and officers' liability. However, such insurance does not cover all risks associated with the operation of ITE's business, including the risk that events may be cancelled due to terrorism or the outbreak of communicable diseases, and may not be sufficient to offset the costs of all losses, lost sales or increased costs experienced during business interruptions or event cancellations. For some risks, for instance terrorism or communicable diseases for event cancellation, the ITE Group and, following Completion, the Enlarged Group, may not obtain insurance if the Directors believe the cost of available insurance is excessive related to the risks presented, or it is not sufficient in coverage for the business needs of the ITE Group and, following Completion, the Enlarged Group. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance

policies may become unavailable or available only for reduced amounts of coverage. As a result, the ITE Group and, following Completion, the Enlarged Group, may not be able to procure insurance on commercially reasonable terms, if at all. Losses and liabilities from uninsured or underinsured events and delay in the payment of insurance proceeds could materially and adversely affect the business, results of operations and financial condition and prospects of the ITE Group or, following Completion, the Enlarged Group.

1.18 The ITE Group or, following Completion, the Enlarged Group, may suffer from impairment losses which would reduce their reported assets and profit.

Intangible assets and goodwill comprise a substantial portion of the ITE Group's or, following Completion, the Enlarged Group's total assets. Economic, legal, regulatory, competitive, contractual and other factors may affect the value of these assets. If any of these factors impair the value of the ITE Group's or, following Completion, the Enlarged Group's intangible assets and goodwill, accounting rules would require a reduction of the ITE Group's, or following Completion, the Enlarged Group's carrying value and recognition of an impairment charge, which would reduce the ITE Group's or, following Completion, the Enlarged Group's reported assets and earnings in the year the impairment charge is recognised.

2. RISKS RELATING TO THE ACQUISITION

2.1 The Acquisition is conditional upon certain conditions, which may not be satisfied but the Rights Issue is not conditional on Completion. If the Acquisition does not complete, but the Rights Issue does, the proceeds of the Rights Issue will be retained by ITE.

Completion under the Sale and Purchase Agreement is subject to, and can only occur upon satisfaction or waiver of, a number of conditions, including: (i) approval of the Resolutions by Shareholders at the General Meeting; (ii) the Underwriting Agreement not having been terminated in accordance with its terms, (iii) the publication of this document having occurred; and (iv) Admission of the New Ordinary Shares having occurred.

If the Rights Issue is completed but the Acquisition is not, ITE will have raised proceeds in the Rights Issue that will not be used to pay the purchase price for the Acquisition. In this event, the Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the Company's net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such alternative uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for ITE and would be subject to applicable securities laws.

2.2 Acquisition-related costs may exceed ITE's expectations.

ITE expects to incur costs of approximately £26 million in relation to the Acquisition and the Rights Issue, including integration and post-closing costs in order to successfully combine the operations of the Target. The expected costs include legal, accounting and transaction fees and other costs relating to the Acquisition, some of which are payable whether or not the Acquisition is completed. The actual costs of may exceed those estimated and there may be further additional and unforeseen expenses incurred in connection with the Acquisition.

2.3 The Enlarged Group may experience difficulties in integrating the existing businesses carried on by ITE and the Target and the expected benefits and synergies of the Acquisition may not be realised on the expected timetable or at all.

After Completion, the ITE Group intends to integrate the Ascential Exhibitions Business into the Enlarged Group. The Enlarged Group may not fully derive all of the anticipated benefits and synergies from the Acquisition.

ITE intends to implement an integration plan that seeks to eliminate cost duplication, generate cost savings from economies of scale and drive operational efficiencies in the Ascential Exhibitions Business. In addition, ITE has identified a number of incremental revenue opportunities that are

expected to arise as a result of the Acquisition including cross-marketing of events to customers and geo-cloning (meaning replicating an event in new countries) of exhibition brands.

There is a risk that ITE may not realise the synergies and benefits identified, or that their benefit may be materially lower than have been estimated. There may be difficulties in integrating the Enlarged Group effectively and handling future growth. The process of integrating the Enlarged Group may involve unforeseen difficulties and integration could take longer than anticipated or be more difficult than anticipated. The integration process may also require a disproportionate amount of management's attention and financial and other resources, and detract from the resources remaining for the ITE Group's and, following Completion, the Enlarged Group's pre-existing businesses. These difficulties might result in the Enlarged Group increasing its anticipated cash expenditure to complete the integration process. If any of the factors mentioned above were to occur, this could have a material adverse effect on the business, results of operations, financial condition and prospects of the ITE Group and, following Completion, the Enlarged Group and/or on the market price of the Ordinary Shares.

3. RISKS RELATING TO THE RIGHTS ISSUE AND THE NEW ORDINARY SHARES

3.1 The market value of the Ordinary Shares may fluctuate significantly as a result of factors beyond the Company's control and may not always reflect the underlying asset value or prospects of the Company.

The market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares could be volatile and subject to significant fluctuations due to a variety of factors, including:

the market's perception of the likelihood of completion of the Rights Issue;
any industry sector changes affecting the operations of the ITE Group and, following Completion, the Enlarged Group;
variations in the operating and financial results of the ITE Group and, following Completion, the Enlarged Group;
changes to the taxation and/or regulatory environment in which the ITE Group (and, following Completion, the Enlarged Group) operates;
business developments of the ITE Group (and, following Completion, the Enlarged Group) and/or its competitors;
involvement of the ITE Group and, following Completion, the Enlarged Group in litigation;
future issues or sales of shares;
the operating and share price performance of other companies in the industries and markets in which the ITE Group operates; or
speculation about the ITE Group's (and, following Completion, the Enlarged Group's) business in the press, media or the investment community. Changes in the political and economic climate may also cause volatility and significant fluctuations in the market. Stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market prices for securities and which may be unrelated to the ITE Group's (and, following Completion, the Enlarged Group's) operating performance or prospects. Furthermore, the ITE Group's (and, following Completion, the Enlarged Group's) business, prospects, financial condition and/or results of operations, or the underlying value of the ITE Group's (and, following Completion the Enlarged Group) assets, from time to time may be below the expectations of market analysts and investors.

Any of these events could result in a decline in the market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares

3.2 An active market in the Nil Paid Rights may not develop.

An active trading market in the Nil Paid Rights may not develop on the London Stock Exchange during the trading period. In addition, because the trading price of the Nil Paid Rights depends on the trading price of the Ordinary Shares, the Nil Paid Rights price may be volatile and subject to the same risks as noted elsewhere in this document.

3.3 Shareholder ownership percentages may be diluted in connection with the Rights Issue or as a result of issuances of Ordinary Shares that may occur in the future.

If Shareholders do not take up the offer of New Ordinary Shares under the Rights Issue their proportionate ownership and voting interests in the Company will be reduced by approximately 63.6 per cent. and the percentage that their shares will represent of the total share capital of the Company will be reduced accordingly. Even if a Shareholder elects to sell his, her or its unexercised Nil Paid Rights, or such Nil Paid Rights are sold on his, her or its behalf, the consideration he, she or it receives may not be sufficient to compensate him, her or it fully for the dilution of his, her or its percentage ownership of the Company's share capital that may be caused as a result of the Rights Issue.

In addition, although the ITE Group has no current plans for an offering of its Ordinary Shares or of rights to subscribe for its Ordinary Shares other than in connection with the Rights Issue and the ITE Share Plans, it is possible that the ITE Group may decide to offer additional Ordinary Shares in the future, for example to effect a future acquisition. In addition, the granting of employee share options in respect of Ordinary Shares is an integral element of the ITE Group's compensation policies. An additional offering of Ordinary Shares by the ITE Group or significant grants of Ordinary Shares could dilute ownership and thereby have an adverse impact on the market price of outstanding Ordinary Shares.

3.4 There are certain limitations as to the ITE Group's and, following Completion, the Enlarged Group's ability to pay dividends.

Under English company law, a company can only pay cash dividends to the extent that it has distributable reserves and cash available for this purpose. The Company's ability to pay cash dividends in the future is affected by a number of factors including its ability to receive sufficient dividends from subsidiaries. The payment of dividends to the Company by its subsidiaries is, in turn, subject to restrictions, including certain regulatory requirements and the existence of sufficient distributable reserves and cash in the Company's subsidiaries.

The ability of these subsidiaries to pay dividends and the Company's ability to receive distributions from its investments in other entities is subject to applicable laws and regulatory requirements and other restrictions, including, amongst other things, covenants in some of the Company's credit facilities. These laws and restrictions could limit the payment of dividends and distributions to the Company by its subsidiaries, which could in future restrict the Company's ability to fund other operations or to pay a dividend to holders of the Existing Ordinary Shares or the New Ordinary Shares.

3.5 New US tax law was recently enacted and there is uncertainty with respect to its application.

In December 2017, the US Congress approved, and the US President signed into law, the "Tax Cuts and Jobs Act" which significantly changes the US federal income tax system. Given the complexity of this law, there is some uncertainty as to how the new tax rules will be implemented. Prospective investors should consult their own tax adviser regarding the potential impact of the new law on the US federal income tax consequences applicable to them.

3.6 The Company may be classified as a passive foreign investment company for US federal income tax purposes, which could subject US investors in the Company's ordinary shares to significant adverse US federal income tax consequences.

A foreign corporation will be a passive foreign investment company for US federal income tax purposes (a "PFIC") in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable "look-through rules," either (i) at least 75 per cent. of its gross income is "passive income," or (ii) at least 50 per cent. of its assets produce

or are held for the production of "passive income." For this purpose, "passive income" generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. The Company has not determined if it has been a PFIC in any prior taxable year. The determination of whether the Company is a PFIC is a fact-intensive determination that includes ascertaining the fair market value (or, in certain circumstances, tax basis) of all of its assets on a quarterly basis and the character of each item of income it earns. This determination is made annually and cannot be completed until the close of a taxable year. It depends upon the portion of the Company's assets (including goodwill) and income characterised as passive under the PFIC rules. Accordingly, a final determination as to PFIC status with respect to the Company for the current taxable year cannot be made until after the end of such taxable year, which is the taxable year ending 30 September 2018. Even if the Company was not previously a PFIC, it is possible that the Company may become a PFIC due to changes in its income or asset composition or a decline in the market value of its equity. Because PFIC status is a fact-intensive determination, no assurance can be given that the Company is not, has not been, or will not become, classified as a PFIC.

If the Company were to be classified as a PFIC in any taxable year, US Holders (as defined in Part XVIII (Taxation) Section US Taxation) generally would be subject to special tax rules that could result in materially adverse US federal income tax consequences. Further, prospective investors should assume that a "qualified electing fund" election, which, if made, could serve as an alternative to the general PFIC rules and could reduce any adverse consequences to US Holders if the Company were to be classified as a PFIC, will not be available because the Company does not expect to provide US Holders with the information needed to make such an election. A "mark-to-market" election may be available, however, if the Company's ordinary shares are regularly traded. See Part XVIII (Taxation) part US Taxation – Passive foreign investment company for additional information and consult a tax adviser concerning the US federal income tax consequences of acquiring, owning or disposing of the Company's Ordinary Shares if the Company is or becomes classified as a PFIC.

3.7 Overseas Shareholders may have fewer rights than they would as UK shareholders or as shareholders of companies organised in their local jurisdiction.

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England and Wales. The rights of holders of Ordinary Shares are governed by English law and by the Company's Memorandum and Articles. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations. In particular, English law significantly limits the circumstances under which shareholders of companies may bring derivative actions. Under such law generally, only a company can be the proper pursuer or claimant in proceedings in respect of wrongful acts committed against it. In addition, it may be difficult for an Overseas Shareholder to prevail in a claim against the Company under, or to enforce liabilities predicated upon, non-UK securities laws.

An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers of the Company. All of the Directors and executive officers of the Company are residents of the UK. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers of the Company within the Overseas Shareholder's country of residence or to enforce against the Directors judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors and executive officers of the Company who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on the foreign securities laws brought against the Company or the Directors or executive officers in a court of competent jurisdiction in England or other countries.

3.8 Holders of the Ordinary Shares in certain jurisdictions, including the United States, may not be able to exercise their pre-emptive rights or participate in future equity offerings if the ITE Group increases its share capital.

A holder of Ordinary Shares generally has the right to subscribe and pay for a sufficient number of Ordinary Shares to maintain its relative ownership percentage prior to the issuance of any new Ordinary Shares to another person. US holders of Ordinary Shares may not be able to exercise their pre-emptive rights unless a registration statement under the US Securities Act is effective with respect to such rights and the related Ordinary Shares or an exemption from the registration requirements of the US Securities Act is available. Similar restrictions exist in certain other jurisdictions. The Group does not intend to register the Ordinary Shares under the US Securities Act or the laws of any other jurisdiction, and no assurance can be given that an exemption from the registration requirements will be available to the Company for transactions with US or other holders of Ordinary Shares or, if available, that the Company will use it. To the extent that US or other holders of Ordinary Shares are not able to exercise their pre-emptive rights, the pre-emptive rights would lapse and their proportional interests in the Company would be reduced.

3.9 Shareholders may be subject to exchange rate risks.

The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are priced in Pounds Sterling, and will be quoted and traded in Pounds Sterling. In addition, any dividends the Company may pay will be declared and paid in Pounds Sterling. Accordingly, Shareholders resident in non-UK jurisdictions are subject to risks arising from adverse movements in the value of their local currencies against the Pound Sterling, which may reduce the value of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares, as well as that of any dividends paid.

PART III

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change.^[11]^

Please read the notes to this timetable set out below.

All references to times in the timetable below are to UK time.

	2018
Announcement of the Acquisition	7.00 a.m. on 15 May
Announcement of the Rights Issue	7.00 a.m. on 6 June
Date of publication of Prospectus, the Notice of General Meeting and the Form of Proxy	6 June
Record Date for entitlements under the Rights Issue	close of business on 21 June
Latest time and date for receipt of Forms of Proxy	9.30 a.m. on 23 June
General Meeting	9.30 a.m. on 25 June
Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only)^[3]	25 June
Publication of notice in the London Gazette	26 June
Existing Ordinary Shares marked “ex-rights” by the London Stock Exchange	8.00 a.m. on 26 June
Admission of New Ordinary Shares, nil paid, and start of subscription period	26 June
Dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange	8.00 a.m. on 26 June
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)^[1]	As soon as practicable after 8.00 a.m. on 26 June
Nil Paid Rights and Fully Paid Rights enabled in CREST	As soon as practicable after 8.00 a.m. on 26 June
Recommended latest time for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form)	4.30 p.m. on 4 July
Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights or Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them into uncertificated form)	3.00 p.m. on 5 July
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid, for rights traded on the London Stock Exchange	3.00 p.m. on 6 July
Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters	11.00 a.m. on 10 July

Dealing in New Ordinary Shares, fully paid, commence on the London Stock Exchange
8.00 a.m. on 11 July

Announcement of results of Rights Issue
11 July

New Ordinary Shares credited to CREST accounts (uncertificated holders only)
by no later than 11 July

Expected date of Completion
17 July

Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form
by no later than 20 July

Notes:

(1) Each of the times and dates set out in the above timetables and mentioned in this document, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue is subject to change and may be adjusted by the Company in consultation with the Banks, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange, and, where appropriate, Qualifying Shareholders.

(2) Subject to certain restrictions relating to Shareholders with registered addresses outside the UK, details of which are set out in Section 8 of Part IX (Terms and Conditions of the Rights Issue).

(3) If you have any questions relating to the Rights Issue or completion and return of your Provisional Allotment Letter, please contact the Shareholder Helpline on 0333 207 6394 (from inside the UK) or +44 121 415 0968 (if calling from outside the UK). The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that for legal reasons, the Shareholder Helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

PART IV

IMPORTANT INFORMATION

General

Investors should rely only on the information in this document and the information incorporated herein by reference. No person has been authorised to give any information or to make any representations other than those contained in this document in connection with the Rights Issue and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors and/or the Banks. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to Section 87G of FSMA and PR 3.4.1 of the Prospectus Rules, neither the delivery of this document nor any subscription or sale made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any action in respect of the New Ordinary Shares or Existing Ordinary Shares.

None of the Company, the Directors and/or the Banks is making any representation to any Shareholder or purchaser of the New Ordinary Shares or Existing Ordinary Shares regarding the legality of an investment by such Shareholder.

Any investment decision relating to the New Ordinary Shares should be based on the consideration of this document in its entirety (and of the information incorporated into it by reference). In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this document, including the risks involved.

This document relates not only to the issue of the New Ordinary Shares, but also sets out information in relation to the Existing Ordinary Shares.

Presentation of financial information

The audited consolidated financial statements of the Company included in the 2015 Annual Report and Accounts as of and for the year ended 30 September 2015, in the 2016 Annual Report and Accounts as of and for the year ended 30 September 2016 and in the 2017 Annual Report and Accounts as of and for the year ended 30 September 2017, together with the audit opinions thereon, are incorporated by reference into this document, as further detailed in Part XV (Historical Financial Information Relating to the ITE Group) and Part XX (Documents Incorporated by Reference) of this document.

The unaudited condensed consolidated financial statements of the Group as of and for the six months ended 31 March 2018, together with the review report in respect thereof prepared by the Company's auditors, Deloitte LLP, are incorporated by reference into this document, as further detailed in Part XV (Historical Financial Information Relating to the ITE Group) and Part XX (Documents Incorporated by Reference) of this document.

The 2015 Financial Information, the 2016 Financial Information and the 2017 Financial Information was prepared in accordance with IFRS, IFRS interpretations and the Companies Act applicable to companies reporting under IFRS. The 2018 Interim Financial Information was prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.

The 2015 Financial Information, the 2016 Financial Information and the 2017 Financial Information were audited by the Company's auditors. The 2018 Interim Financial Information was reviewed by the Company's auditors but was not audited.

The Company publishes its financial statements in Pounds Sterling. The abbreviations “£m” and “£bn” represent millions and thousands of millions of Pounds Sterling, respectively. The abbreviations “£000” and “£’000” mean of thousands of Pounds Sterling.

The financial information presented in a number of tables and in a number of other places in this document has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

Certain financial information presented in this document has been presented including joint ventures, stated net of interest and taxation and before exceptional items and certain re-measurements. Part XIV (Operating and Financial Review of the Group) explains the basis on which exceptional items and certain re-measurements have been presented separately.

References in this Prospectus to LTM adjusted EBITDA refer to adjusted EBITDA (as described on this page 39 below under “Presentation of non-IFRS financial measures”) for the Group for the twelve months ended 31 March 2018, which, unless specifically noted elsewhere, has been calculated by adding the amounts for the six months ended 31 March 2018 to the respective amounts for the year ended 30 September 2017 and subtracting the respective amounts for the six months ended 31 March 2017 and, for the comparative period, by adding the amounts for the six months ended 31 March 2017 to the respective amounts for the year ended 30 September 2016 and subtracting the respective amount for the six months ended 31 March 2016. This information, which is identified by the prefix “LTM”, is considered by the Directors to be helpful in assessing the performance of the Group. As the Group’s financial year ends on 30 September, the presentation of this data is not made in accordance with IFRS. This data is not necessarily indicative of the results that may be expected for the year ending 30 September 2018, and should not be used as the basis for, or prediction of an annualised calculation.

Presentation of non-IFRS financial measures

As required by the Companies Act and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Group are prepared in accordance with IFRS issued by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union. The Company uses certain measures to assess the financial performance of its business. Certain of these measures are termed “non-IFRS measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-IFRS measures include:

Adjusted EBITDA is used with reference to the ITE Group and is measured by excluding from profit/loss for the year the impact of finance costs, investment revenue, tax charge/credit, depreciation and amortisation, impairment of goodwill, intangible assets and investments, transaction and integration costs on completed and pending acquisitions and disposals, restructuring costs, profit/loss on sale of investments and tax on income from associates and joint ventures.
Cash conversion is defined as cash generated from operations adjusted for net venue utilisation, expressed as a percentage of headline profit before tax adjusted for non-cash foreign exchange gains/losses. Net venue utilisation is defined as advances and prepayments to venues and utilisation of venue advances and prepayments.
Headline diluted earnings per share is defined as headline profit/(loss) for the year attributable to owners of the Company divided by diluted weighted average number of shares. Headline profit/loss for the year attributable to owners of the Company is calculated as profit/loss for the year attributable to owners of the Company after adding back amortisation of acquired intangible assets, tax effect of amortisation of acquired intangible assets, impairment of goodwill, acquired intangible assets and investments in associates and joint ventures, derecognition of goodwill, transaction costs on completed and pending acquisitions, restructuring costs, profit/(loss) on disposal of investments, revaluation of liabilities on completed acquisitions, contingent consideration and put option liabilities over non-controlling interests.

Headline profit/(loss) before tax is defined as profit/(loss) before tax after adding back amortisation charges in report of acquired intangible assets, impairment of goodwill, intangible assets and investments in associates and joint ventures, derecognition of goodwill on cessation of trading, transaction costs on completed and pending acquisitions, restructuring costs which relate to Costs incurred in transforming the business, and largely relate to the Tag Programme, profit/(loss) on disposal of investments, tax on income from associates and joint ventures and revaluation of liabilities on completed acquisitions.
Like-for-like revenue growth is defined as revenue growth stated on a constant currency basis, after excluding events which took place in the current period but did not take place under our ownership in the comparative period and after excluding events which took place in the comparative period but did not take place under our ownership in the current period. Constant currency basis refers to the translation from local functional currency to the Company's presentational currency, translating the results from the current period at the same rate applied in the comparative period.

For clarity, like-for-like revenue growth excludes all:

biennial events;
timing differences (i.e. events that ran in only one of the current or comparative periods, due to changes in the event dates);
launches;
cancelled or disposed of events that did not take place under our ownership in the current year;
acquired events in the current period; and
acquired events in the comparative period that didn't take place under our ownership in the comparative period (i.e. they took place pre-acquisition).

Prior to the adoption of the definition of like-for-like revenue growth above, like-for-like revenue growth for the years ending 30 September 2016 and 30 September 2015 is defined as above with the exception of the inclusion of:

launches; and
cancelled or disposed of events

Therefore the method of calculation of like-for-like revenue growth for the 2015-2016 period is different than the method of calculation of like for like revenue growth for the 2016-2017 and the six months ended 31 March 2017-six months ended 31 March 2018 periods.

Net debt is defined as bank loans and overdrafts after deducting cash and cash equivalents.
Net debt to LTM adjusted EBITDA is defined as net debt divided by LTM adjusted EBITDA or adjusted EBITDA for the applicable financial year.
Target Adjusted EBITDA is a non-IFRS measure, defined as the Target Group's operating profit before expensing depreciation of tangible fixed assets and amortisation of software, exceptional items, amortisation of acquired intangible assets, impairment of tangible fixed assets and software intangibles and share-based payments. This is a Target non-IFRS measure and not comparable to adjusted EBITDA, which is an ITE Group measure.
Target Adjusted EBITDA margin is Target Adjusted EBITDA as a percentage of revenue.
Target EBITDA Before Unallocated Costs is earnings before interest, tax, depreciation and amortisation attributable to an event/segment before the allocation of carve out adjustments and central costs.

The Company uses such measures to measure operating performance and liquidity, in presentations to the Board and as a basis for strategic planning and forecasting, as well as monitoring certain aspects of its operating cash flow and liquidity. The Directors believe that these and similar measures are used widely by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity.

The non-IFRS measures may not be comparable to other similarly titled measures used by other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company's operating results as reported under IFRS.

Reconciliations of the non-IFRS measures to the most directly comparable measures calculated and presented in accordance with IFRS are set out at Part XV (Historical Financial Information relating to the ITE Group). The Company does not regard these non-IFRS measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with IFRS or those calculated using financial measures that are calculated in accordance with IFRS.

Specifically, regarding adjusted EBITDA, the Company presents this measure because it is widely used by securities analysts, investors and other interested parties to evaluate the profitability of companies, as it eliminates potential differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense and impairment), the extent to which intangible assets are identifiable (affecting relative amortisation expense and impairment) and one off transactions (such as restructuring costs, costs relating to acquisitions and disposals).

Headline profit before tax, headline diluted earnings per share and adjusted EBITDA have limitations as analytical tools. Some of these limitations are:

they do not reflect the Company's cash expenditures or future requirements for capital expenditure or contractual commitments;
they do not reflect changes in, or cash requirements for, the Company's working capital needs;
in the case of adjusted EBITDA, it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company's debt;
although depreciation, amortisation and impairment are non-cash charges, the assets being depreciated, amortised and impaired will often have to be replaced in the future, and LTM adjusted EBITDA does not reflect any cash requirements for such replacements;
they are not adjusted for all non-cash income or expense items that are reflected in the Company's statements of cash flows; and
the further adjustments made in calculating headline profit before tax and adjusted EBITDA are those that management consider are not representative of the underlying operations of the Group and therefore are subjective in nature.

Management information

The information contained in this document includes certain estimated statements, including relating to market size. Unless otherwise stated, these statements are management estimates. While management believes this information to be reliable, it has not been assessed or confirmed by independent sources.

Market, economic and industry data

The market, economic and industry data used in this document has been obtained by the Company from various third party reports, as identified in this document, including:

(a) Globex. The global exhibition organising market: assessment and forecast to 2021 – Individual country analysis, published by AMR International in September 2017; and
(b) AMR International 2016 exhibition organising revenue + H1 2017 M+A.

Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. The Company confirms that information sourced from a third party has been accurately reproduced, and as far as the Company is aware and has been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, in many cases the Company has made statements in this document regarding its industry and its position in the industry based on internal surveys as well as its own experience.

In comparing the events organised by the ITE Group and the Target Group, the Company regards the main comparators to be the number of exhibitors, number of attendees, floor space required and/or revenues generated by the event in question. A "market-leading", "must-attend" or "industry leading" event would, in the opinion of the Company, be one which was the leader across the most relevant (to the event concerned) of these comparators.

Forward-Looking Statements

Certain information contained in this document, including information as to the Enlarged Group's strategy, market position, quantified synergy, savings statements, anticipated results of the Acquisition, plans or future financial or operating performance, constitutes "forward-looking statements". Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Enlarged Group and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements. Such factors include, but are not limited to: (i) general macroeconomic conditions in the sectors and markets in which the Group operates and the Enlarged Group will operate following Completion and in which their customers operate, (ii) risks associated with doing business internationally, (iii) the markets in which the Enlarged Group operates being highly competitive and subject to change and (iv) without prejudice to the working capital statement in Section 7 of Part XIX (Additional Information) of this document, the Enlarged Group's ability to implement its business strategy.

These statements are further qualified by the risk factors disclosed in this document that could cause actual results to differ materially from those in the forward-looking statements. See Part II (Risk Factors) for further details. For the avoidance of doubt, nothing in this document constitutes a qualification of the working capital statement contained in Section 7 of Part XIX (Additional Information) of this document.

These forward-looking statements speak only as at the date of this document. Except as required by the rules contained in the Prospectus Rules, the Listing Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules or other applicable regulations, ITE Group does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the rules contained in the Prospectus Rules, the Listing Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules or other applicable regulations, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in ITE Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Notice to all investors and Shareholders

This document has been lodged with the London Stock Exchange. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering the proposed Rights Issue is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing.

Without limitation, neither the contents of the websites of the Group nor any other website form part of this document. Capitalised terms have the meanings ascribed to them in Part XXI (Definitions and Interpretation) of this document. References to times in this document are to London times unless otherwise stated.

Certain information in relation to the Group is incorporated by reference into this document as set out in Part XX (Documents Incorporated by Reference) of this document.

Investors and Shareholders should read the entire document and any document incorporated by reference and, in particular, the section headed "Risk Factors", when considering the proposed Rights Issue.

Enforcement of civil liabilities

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England. The rights of holders of Ordinary Shares are governed by English law and by the Company's Memorandum and Articles. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations. In particular, English law significantly limits the circumstances under which shareholders of companies may bring derivative actions. Under such law generally, only a company can be the proper pursuer or claimant in proceedings in respect of wrongful acts committed against it. In addition, it may be difficult for an Overseas Shareholder to prevail in a claim against the Company under, or to enforce liabilities predicated upon, non-UK securities laws.

An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers of the Company. All of the Directors and executive officers of the Company are residents of the UK. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers of the Company within the Overseas Shareholder's country of residence or to enforce against the Directors and executive officers judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors or executive officers who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on the foreign securities laws brought against the Company or the Directors or executive officers in a court of competent jurisdiction in England or other countries.

Notice to investors in the United States

Except as provided for below, neither this document nor the Provisional Allotment Letter constitutes, or will constitute, or forms or will form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for New Ordinary Shares, Nil Paid Rights and/or Fully Paid Rights to any Shareholder with a registered address in, or who is resident located in, the United States. Except as provided for below, if you are in the United States, you may not exercise your Nil Paid Rights, Fully Paid Rights and/or acquire New Ordinary Shares offered hereby.

Notwithstanding the foregoing, the Company reserves the right to offer and deliver the Nil Paid Rights, and the Fully Paid Rights and the New Ordinary Shares may be offered to and acquired by institutional investors in the United States reasonably believed to be QIBs in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are being offered outside the United States in reliance on Regulation S.

A QIB may acquire Nil Paid Rights and will be permitted to subscribe for Fully Paid Rights and the New Ordinary Shares only if the QIB first: (i) returns a duly completed and executed investor representation letter to the Company, in accordance with the instructions of its custodian or nominee; and (ii) such investor representation letter has been accepted by the Company.

Any envelope containing a Provisional Allotment Letter and post-marked from the United States will not be valid unless it contains a duly executed investor representation letter in the appropriate form, which is accepted by the Company. Similarly, any Provisional Allotment Letter in which the exercising holder requests New Ordinary Shares to be issued in registered form and gives an address in the United States

will not be valid unless it contains a duly executed investor representation letter, which is accepted by the Company. Any payment made in respect of Provisional Allotment Letters that do not meet the foregoing criteria will be returned without interest, at the risk of the payer.

No representation has been, or will be, made by the Company or the Banks as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the re-offer, resale or transfer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares.

Any person in the United States who obtains a copy of this document or the Provisional Allotment Letter and who is not a QIB is required to disregard it.

Available information

The Company has agreed that, for so long as any of the New Ordinary Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) of the US Securities Exchange Act, nor exempt from reporting under the US Securities Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4) under the US Securities Act.

WHERE TO FIND HELP

If you have any questions relating to the Rights Issue or completion and return of your Provisional Allotment Letter, please contact the Shareholder Helpline on the numbers set out below.

Shareholder Helpline telephone numbers:

0333 207 6394 (from inside the UK) or +44 121 415 0968 (if calling from outside the UK)

The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes.

Please note that for legal reasons, the Shareholder Helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

PART V

RIGHTS ISSUE STATISTICS

Issue Price per New Ordinary Share 56.2 pence

Basis of Rights Issue 7 New Ordinary Shares for every 4 Existing Ordinary Shares

Number of Existing Ordinary Shares as at 5 June 2018(1) 269,679,563

Number of New Ordinary Shares to be provisionally allotted under the Rights Issue(2) 471,939,236

Number of Ordinary Shares in the Enlarged Share Capital(3) 741,618,799

New Ordinary Shares as a percentage of the Enlarged Share Capital(2) 63.6 per cent.

Number of New Ordinary Shares available under the Rights Issue 471,939,236

Estimated gross proceeds of the Rights Issue £265 million

Estimated expenses of the Rights Issue and Acquisition £15 million

Estimated net proceeds of the Rights Issue(3) £250 million

Notes:

(1) Being the latest practicable date prior to the date of this document.

(2) On the assumption that no Ordinary Shares are issued from the date of this document until completion of the Rights Issue other than the New Ordinary Shares. The actual number of New Ordinary Shares to be issued will be subject to rounding to eliminate fractions.

(3) Based on the number of New Ordinary Shares to be issued under the Rights Issue.

PART VI

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

Name	Position
Richard Last	Chairman, Non-Executive Director and member of the Nomination Committee
Mark Shashoua	Chief Executive Officer
Andrew Beach	Chief Financial Officer and Risk Committee Chair
Sharon Baylay	Non-Executive Director, Remuneration Committee Chair and member of the Audit Committee and Nomination Committee
Neil England	Non-Executive Director, Nomination Committee Chair and member of the Audit Committee
Stephen Puckett	Non-Executive Director, Audit Committee Chair and member of the Nomination Committee and Remuneration Committee

The usual business address of the Directors is ITE Group plc, 105 Salusbury Road, London, NW6 6RG, United Kingdom.

Group Company Secretary

Waterstone Company Secretaries Ltd.

Registered Office

105 Salusbury Road, London, NW6 6RG, United Kingdom

Website

http://www.ite-exhibitions.com

Advisers and others

Sponsor, Financial Adviser, Joint Broker, Joint Bookrunner and Lead Underwriter	Joint Broker, Joint Bookrunner and Joint Underwriter
Investec Bank plc
30 Gresham Street
London EC2V 7QP
United Kingdom	Numis Securities Limited
10 Paternoster Square
London EC4M 7LT
United Kingdom
Legal adviser to the Company
(as to English and US law)	Legal adviser to the Sponsor, Financial Adviser, Joint Brokers, Joint Bookrunners,
Lead Underwriter and Joint Underwriter
(as to English and US law)
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
United Kingdom	Simmons & Simmons LLP
CityPoint
One Ropemaker Street
London EC2Y 9SS
United Kingdom

Reporting Accountants

PricewaterhouseCoopers LLP
1 Embankment Place
London, WC2N 6RH
United Kingdom

KPMG LLP
15 Canada Square
London, E14 5GL
United Kingdom

Auditors

Deloitte LLP
2 New Street Square
London, EC4A 3BZ
United Kingdom
Registrar and Receiving Agent

Equiniti Limited
Aspect House
Spencer Road, Lancing
West Sussex, BN99 6DA
United Kingdom

PART VII

LETTER FROM THE CHAIRMAN

ITE GROUP PLC

(incorporated and registered in England & Wales with registered number 01927339)

Directors:
Richard Last (Non-Executive Chairman)
Mark Shashoua (Chief Executive Officer)
Andrew Beach (Chief Financial Officer)
Sharon Baylay (Non-Executive Director)
Neil England (Non-Executive Director)
Stephen Puckett (Non-Executive Director)

Registered office:
105 Salusbury Road
London
NW6 6RG

6 June 2018

Dear Shareholder

Proposed acquisition of Ascential Events Limited, 7 for 4 Rights Issue of up to 471,939,236 New Ordinary Shares at 56.2 pence per New Ordinary Share and Notice of General Meeting

INTRODUCTION

On 15 May 2018, the Company announced that it had entered into a conditional agreement to acquire the entire issued and to be issued share capital of Ascential Events Limited (the "Target") based on an enterprise value of £300 million (calculated on a cash-free debt-free basis and subject to normalised working capital). In addition, the Company announced that it had entered into the Standby Underwriting Letter under which Investec conditionally agreed to underwrite a rights issue by the Company to raise up to approximately £315 million (before expenses).

The Target is the holding company of the Ascential Exhibitions Business, which organises market-leading exhibitions that bring business communities together to connect and trade. The Ascential Exhibitions Business includes two global industry-leading exhibitions brands, Bett and CWIEME, and a number of market-leading UK exhibitions brands, such as the Spring and Autumn Fairs and Pure.

The Directors believe the Ascential Exhibitions Business is an attractive, high-quality portfolio of 'must-attend' exhibitions. The Directors believe the acquisition of the Ascential Exhibitions Business is aligned with ITE's continuing Transformation & Growth Programme ("TAG Programme") and specifically its strategy of making product-led acquisitions of scalable events brands which the Directors believe offer strong growth potential under ITE's ownership. Upon Completion, the Acquisition will diversify ITE's exposure to end-market verticals, creating a more balanced portfolio of events in the Enlarged Group, by adding market-leading events in a number of industry verticals including: education technology, coil winding, electric motor and transformer manufacturing technologies, home and gift, fashion and retail, broadcast and video and gardening and outdoor living. The Acquisition will also diversify ITE's geographic footprint, which the Directors believe will give rise to further opportunities for growth. In particular, the Directors believe that following the Acquisition, Bett and CWIEME will benefit from leveraging ITE's wider geographic footprint and existing infrastructure, providing 'geo-cloning' opportunities (meaning opportunities to replicate Bett and CWIEME in new countries).

The Acquisition, because of its size in relation to the Company, is a Class 1 transaction for ITE under the Listing Rules and is therefore conditional, inter alia, upon the approval by Shareholders. A General Meeting is being convened to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF at 9.30 a.m. on 25 June 2018 for the purpose of seeking approval to proceed with the Acquisition and the Rights Issue and a notice convening the General Meeting, at which the Resolutions will be proposed, is set out at the end of this document.

The Company also announced on 15 May 2018 that it proposes to raise approximately £265 million by way of a rights issue. The Rights Issue is being fully underwritten by the Banks on, and subject to, the terms and conditions of the Underwriting Agreement. The principal terms of the Rights Issue are described in more detail in Section 6 of this letter and Part IX (Terms and Conditions of the Rights Issue) of this document.

The Company proposes to use the net proceeds of the Rights Issue (approximately £250 million) and funds to be drawn down from the Facility Agreement (of £50 million) to fund the Acquisition. The Facility Agreement was restated and amended from a £100 million facility to a £170 million facility on 1 June 2018 in order to effect this drawdown. Further details on the Facility Agreement are contained in Section 11.1.3 of Part XIX (Additional Information) of this document.

The Rights Issue is not conditional on Completion. If the Rights Issue were to proceed but Completion does not occur, the Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the Company's net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such alternative uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for ITE and would be subject to applicable securities laws.

The Board unanimously considers the Acquisition and the Rights Issue to be in the best interests of ITE and its Shareholders as a whole.

The purpose of this document is to provide Shareholders with details of the Acquisition and the Rights Issue, to convene the General Meeting, to explain why the Board considers the Acquisition and Rights Issue to be in the best interests of ITE and its Shareholders as a whole and to recommend that Shareholders vote in favour of the Resolutions.

You are recommended to read the whole of this document and not rely on only part of it. In particular, you are advised to consult the section entitled "Risk Factors" on pages 21 to 35 of this document set out in Part II.

2. BACKGROUND TO AND STRATEGIC RATIONALE FOR THE ACQUISITION

The ITE Group's vision is to become a leading organiser of international trade exhibitions and conferences, specialising in organising 'must-attend' events that help to connect attendees to their target audiences around the world. Exhibitors use the ITE Group's exhibitions and conferences as sales and marketing events, where they interact with visitors, promote new and existing products, generate leads and seek to make sales, with the events acting as an industry platform bringing a business community together under one roof.

In 2017, the ITE Group embarked upon a targeted and clear strategy: the TAG Programme. As reported in its results for the year ended 30 September 2017, good progress has been made on the TAG Programme, with operational and financial momentum leading to improved trading trends across the business. This operational and financial progress has continued through the first half of the 2018 financial year, as reported in its results for the six months ended 31 March 2018.

2.1 ITE's Strategy – the TAG Programme

At the start of 2017, the ITE Group undertook a thorough and detailed review of its business, which included reviews by product, geography, structures, systems, sales, marketing, IT and finance. The outputs of this review, unveiled in May 2017, resulted in an evolved strategy and the introduction of the three-year TAG Programme.

At the Group's strategy update in May 2017, a new vision was announced: "To create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers".

The Group's aim is to organise and run market-leading events by focusing on the needs of exhibitors and visitors and having a product-led strategy. To deliver this aim, the TAG Programme is being implemented across the Group and comprises three pillars:

(a) create a scalable platform to generate organic growth;
(b) actively manage ITE's portfolio; and
(c) make selective product-led acquisitions.

(a) Create a scalable platform to generate organic growth

The Group is moving to a centralised and product-led model because the Directors believe the evolution of customer expectations means that local markets now expect events to be of a standard, international quality. Furthermore, global multinationals are starting to choose a single events company to exhibit with, that caters for them globally as a one-stop shop that is able to deliver a consistently high standard of service everywhere.

The Company intends to spread TAG Programme investments related to creating a scalable platform across five areas: to create best practice functions and teams; invest in show operations; build capability and talent; drive a performance culture; and build and maintain fit for purpose IT infrastructure and systems. This scalable platform can then be applied to new products and new countries.

(b) Actively manage ITE's portfolio

The Group has divided its business into Core and Non-Core events to enable ITE management to increase its focus on events that are considered to present the greatest opportunities, whilst reducing distraction from less profitable events.

The "Core events" are those that the Directors believe are of strategic importance to the Group's future, including the Group's largest events and those with the greatest potential for growth. The "Non-Core events" consist of smaller shows which the Directors believe have less potential for growth.

The Group's international sales teams have focused on ITE's Core events and this has contributed to strong revenue growth from Core events as evidenced by combined double digit (11 per cent.) like-for-like revenue growth as compared to 31 March 2017 delivered from the four of its top 10 events (by revenue) which occurred during the six months ended 31 March 2018.

During the year ended 30 September 2017, the Group discontinued 37 Non-Core events, with a further 22 discontinued in the six months ended 31 March 2018. On 24 April 2018, the Group also announced the disposal of TradeLink ITE Sdn. Bhd., owner of the Metaltech exhibition in Malaysia for £4.2 million, as a continuation of this pillar of the TAG Programme.

In line with its product-led strategy, the Group plans to continue to proactively review its portfolio on an ongoing basis.

The Group's strategy includes making selective product-led, rather than geography-led, acquisitions that the Directors expect to assess on the following criteria:

scalability – in sectors with high growth potential;
a distinct customer value proposition – serving a clear part of an industry sector;
position in attractive markets for events serving a high growth underlying market;
evidence of strong organic revenue growth and profit margins;
potential to roll out internationally – dependent on the product; and

accretive earnings – offering a good return on invested capital.

ITE reviews potential acquisitions which it believes will meet most of these criteria on an ongoing basis as and when opportunities present themselves, and has a number of live opportunities under active consideration at any point in time with a view to pursuing those opportunities which the Board consider attractive to the Group.

The Directors believe the Acquisition fulfils a sufficient number of the above criteria.

2.2 The Acquisition and key benefits

The Directors believe that the strategic rationale for the Acquisition is compelling and in strong alignment with the TAG Programme.

The key rationales for, and benefits of, the Acquisition include:

The Ascential Exhibitions Business is a high-quality, product-led portfolio with global brands

The Ascential Exhibitions Business includes the brands Bett, CWIEME, Spring and Autumn Fairs and Pure.

Bett is a market leading education technology series of global events and leadership summits. CWIEME is a leading global event for coil winding, electric motor and transformer manufacturing technologies. Spring and Autumn Fairs is one of the UK's leading home and gift shows for the retail industry. Pure is one of London's leading fashion trade shows.

Bett and CWIEME are each market leaders and global brands serving markets which the Directors believe are attractive end markets supported by structural growth drivers. Under ITE's ownership, the Directors expect that they will benefit from exploiting ITE's diversified geographic footprint and international infrastructure, better addressing existing customer demand which is currently unfulfilled.

The UK brands being acquired, Spring and Autumn Fairs, Pure, BVE and Glee are profitable and cash generative. Under ITE's ownership, the Directors believe the events will benefit from dedicated management focus.

Strong growth potential of the Ascential Exhibitions Business under ITE's management

The ITE CEO, Mark Shashoua, and COO, John Gulliver, will oversee the integration of the Ascential Exhibitions Business within the Enlarged Group after Completion, together with a dedicated integration team. The ITE management team has a strong track record in the exhibitions and events market, Mark and John having previously held the positions of CEO and CFO of the Ascential Exhibitions Business respectively until early 2016.

The Directors believe the Ascential Exhibitions Business would have strong growth potential under ITE's ownership because: (i) of Mark and John's previous positions as CEO and CFO (respectively) until early 2016 providing them good insight into how to drive growth across the acquired event portfolio; (ii) given the scale of the Ascential Exhibitions Business brands, they will all form part of, and be managed as, Core events within ITE, receiving dedicated management focus and attention and (iii) the ITE management team's experience of, knowledge of and focus on the events industry.

In particular, for Spring and Autumn Fairs, Pure and the other UK events brands being acquired, ITE intends to refresh these events brands through focusing on delivering greater exhibitor return on investment, re-design of the event space and restructuring of the sales strategy.

The Directors believe that the ITE management team can create strong value and returns in the Enlarged Group by improving the customer experience, which is expected to result in exhibitor, attendance and yield growth.

The Directors believe that the Enlarged Group will be able to accrue considerable additional benefits from the sharing and implementation of best practice between ITE and the Ascential Exhibitions Business.

Operating synergies

In addition, ITE has identified a number of incremental revenue opportunities that are expected to arise as a result of the Acquisition, including cross-marketing of events to customers and geo-cloning (meaning replicating an event in new countries) of exhibition brands.

Delivering an enlarged ITE with a more diverse portfolio

As part of the TAG Programme, ITE has focused on migrating from being a geographically structured business with strengths in emerging markets, to one that is product-led, with strong regional platforms. The Acquisition will diversify ITE's business across geographic, currency and end-market vertical exposures.

Upon Completion, the Directors believe that ITE's portfolio will be strengthened through the addition of the Ascential Exhibitions Business, by adding market-leading events in a number of industry verticals including: education technology; coil winding, electric motor and transformer manufacturing technologies; home and gift; fashion and retail; broadcast and video; and gardening and outdoor living.

The Directors believe that the Ascential Exhibitions Business' portfolio of seven events brands, combined with ITE's over 200 events will position the Enlarged Group as one of the largest owner/operators in the business-to-business face-to-face media segment. Within this, it will become one of the largest operators of exhibitions globally according to data contained in Globex, published by AMR International in September 2017, which sets out AMR's forecast for the exhibitions industry to 2021. The Directors believe that the global market for exhibitions and events remains a highly attractive growth market, with AMR International estimating that the industry was worth $26.1 billion in 2017, with forecast growth at an annualised rate of 4.2 per cent. between 2016 and 2021, subject to regional variations.

Offers attractive financial returns

When making the decision to pursue the Acquisition, the Directors considered a number of factors, which included the Ascential Exhibitions Business' profitability margins, availability of realisable operating synergies, and the revenue growth opportunities realisable by ITE under its ownership.

Upon Completion, the Acquisition will also reduce ITE's exposure to Russia-based revenue, with the proportion of revenue from Russia reducing on a pro forma basis from 47 per cent. to 31 per cent. (based on the consolidated results of the ITE Group for the year ended 30 September 2017 and the Ascential Exhibition Business for the year ended 31 December 2017). Over the medium term, the Directors believe that this diversification will reduce the Enlarged Group's weighted average cost of capital.

The Directors believe the Acquisition will be earnings enhancing in the first full financial year (ending 30 September 2019) following Completion (based on headline diluted earnings per share).

3. INFORMATION ON THE ASCENTIAL EXHIBITIONS BUSINESS

3.1 Business overview

The Ascential Exhibitions Business organises market-leading exhibitions that bring business communities together to connect and trade, with the main events brands being Bett (including The Education Show), CWIEME, the Spring and Autumn Fairs, Pure, BVE and Glee.

The Ascential Exhibitions Business is operated by Ascential within its wider exhibitions and festivals division, which includes additional brands such as Cannes Lions and Money20/20 that are not being acquired as part of the Acquisition.

Bett is the leading education technology series of global events and leadership summits. CWIEME is the leading global event for coil winding, electric motor and transformer manufacturing technologies. The

Spring and Autumn Fairs are two of the UK's leading home and gift shows for the retail industry. Pure is London's leading fashion trade show.

The Ascential Exhibitions Business' revenue, operating profit, adjusted operating profit and profit before tax, each from continuing operations for the years ended 31 December 2017, 2016 and 2015 are as set out in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business).

With its headquarters in London, the Ascential Exhibitions Business employs approximately 197 people across its 4 offices globally as at 1 April 2018.

3.2 Summary financial information on the Ascential Exhibitions Business

The selected financial information set out below has been extracted without material adjustment from Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business) and has been prepared in accordance with IFRS, as set out in Section 2 of the notes to the financial statements for the year ended 31 December 2017 in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business) of this document.

	For the year ended 31 December
	2017	2016	2015
	£000	£000	£000
Revenue	82,952	81,481	82,204
Target Adjusted EBITDA	23,821	23,308	23,963
Target Adjusted EBITDA margin	28.7%	28.6%	29.2%
Operating (loss)/profit	18,763	19,765	21,018
Profit before tax	18,730	19,472	20,864
Profit for the year/period	14,658	15,038	16,367
Operating cashflow	16,032	16,127	20,200

The Directors, for the avoidance of doubt being the directors of ITE Group plc, when assessing the underlying financial performance of the ongoing Ascential Exhibitions Business, have made certain adjustments to the revenue and Target Adjusted EBITDA of the Ascential Exhibitions Business set out in the historical financial information set out in Part XVI (Historical Financial Information Relating to the Ascential Exhibitions Business) as below, removing the results of events not being acquired, discontinued event revenue and profit, certain corporate allocations and other pro forma adjustments:

For revenue (ITE's view): deducting £4.5 million for discontinued event revenue; adding back £0.2 million for constant currency adjustments; and deducting £0.9 million for accounting adjustments.
For Target Adjusted EBITDA (ITE's view): deducting £0.3 million for exceptional items; adding back £0.9 million for Ascential group recharges not ongoing; and deducting £0.4 million for normalised employee costs.

As a result, the Directors (of ITE) believe that for the year ended 31 December 2017, a more representative view of the underlying financial performance of the Ascential Exhibitions Business would be revenue of £77.5 million and Target Adjusted EBITDA of £24.0 million. The Directors also believe that under ITE's ownership, and in line with ITE's accounting policies, the depreciation charge incurred by the Ascential Exhibitions Business on an ongoing basis will be less than it has previously been under Ascential's ownership.

4. PRINCIPAL TERMS OF THE ACQUISITION

Under the terms of the Sale and Purchase Agreement, which is dated 15 May 2018, ITE Enterprises Limited (a subsidiary of the Company) has agreed to acquire the entire issued and to be issued share capital of the Target, the holding company for the Ascential Exhibitions Business based on an enterprise value (calculated on a cash-free debt-free basis and subject to normalised working capital) of £300 million. The consideration, which is payable in cash, will be adjusted, as required, following Completion based on a completion accounts mechanism. The Acquisition is a Class 1 transaction for each of ITE and Ascential under Listing Rule 10.

The Acquisition is conditional, inter alia, upon obtaining the approvals of Shareholders at the General Meeting and of Ascential's shareholders, the Standby Underwriting Letter or the Underwriting Agreement (as the case may be) having become unconditional and not having been terminated, this document being published and the New Ordinary Shares being admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

The Sale and Purchase Agreement is terminable in certain circumstances, including in the event that the conditions are not satisfied by 13 June 2018, Ascential has not published its circular to its shareholders under Listing Rule 10 by 31 July 2018, the Standby Underwriting Letter or Subsequent Underwriting Agreement is terminated, there is a material breach of the warranties given by the seller under the Sale and Purchase Agreement or there is a material adverse change affecting the Ascential Exhibitions Business.

Under the Sale and Purchase Agreement, both the seller and the buyer have agreed to pay a break fee to the other in certain circumstances, including in the event that the required shareholder approvals are not obtained or, in the case of ITE, the Standby Underwriting Letter or Underwriting Agreement (as the case may be) being terminated or failing to become unconditional. The obligations of ITE Enterprises Limited under the Sale and Purchase Agreement are guaranteed by the Company.

A summary of the principal terms of the Sale and Purchase Agreement is set out in Part X (Summary of the Principal Terms of the Acquisition) of this document.

5. FINANCIAL IMPACT OF THE ACQUISITION

The Directors have carefully considered the expected business and prospects of the Enlarged Group, as well as the expected synergy benefits from the Acquisition and the associated costs of achieving them. The Directors believe the Acquisition fulfils ITE's acquisitions criteria (as set out above) and is expected by the Directors to be earnings enhancing (based on headline diluted earnings per share) for the financial year ending 30 September 2019, the first full financial year following Completion.

Cost savings and integration

The Directors believe there is potential to achieve annualised pre-tax gross savings within the Enlarged Group of £4 million – £5 million, and savings (net of re-investment) of £2 million – £2.5 million, in the year ending 30 September 2019.

ITE, together with its advisers, has conducted due diligence on the Ascential Exhibitions Business, including having had discussions with senior management, all of which has supplemented ITE's existing knowledge of the Ascential Exhibitions Business. This diligence process coupled with ITE's prior knowledge of the Ascential Exhibitions Business has enabled the ITE executive team to prepare an integration plan that seeks to reduce cost duplication, generate cost savings from economies of scale and drive operational efficiencies in the Ascential Exhibitions Business, as well as generate incremental revenue opportunities, including cross-marketing of events to customers, and geo-cloning (meaning replicating an event in new countries) of exhibition brands.

In particular, the Directors expect estimated annualised cost synergies to arise from:

opportunities to rationalise the office space occupied by ITE and the Ascential Exhibitions Business, through disposing of excess space and combining operations;
a single insurance policy covering the Enlarged Group which the Directors believe will be more cost-effective than the current arrangements where the two businesses are insured separately;
the Pure and Moda events are in similar sectors and the Directors believe that there are opportunities to restructure the positioning of these events, such as through re-focusing the events to minimise or avoid overlaps in focus; and
a number of duplicate roles at different levels of the Enlarged Group, including at the management level, which will not be required following Completion.

The Directors expect these savings, which have been estimated based on ITE's financial results for the year ended 30 September 2017 and the Ascential Exhibitions Business' financial results for the year ended 31 December 2017, to be delivered by or during the financial year ending 30 September 2019 and to be

recurring savings. The Directors intend to reinvest around half of the gross cost savings back into the business, which would result in expected net annualised pre-tax savings of £2 million to £2.5 million. In order to achieve these savings, the Directors estimate that ITE will incur one-off costs of approximately £2 million between Completion and 30 September 2019. The Directors confirm that the estimated annualised pre-tax cost savings and the anticipated one-off costs stated above reflect both the beneficial elements and the relevant costs of achieving these cost savings. These savings would not be achievable if the Acquisition does not complete and could not be achieved independently.

The Directors have estimated the total integration costs to be up to £9 million, separate from the £2 million costs noted above.

Leverage

Following Completion, and assuming the Rights Issue has completed and an additional £50 million is drawn down from the Facility Agreement, the pro forma leverage as at 30 September 2017 for the Enlarged Group would have been within ITE's stated target range of 1.5x to 2x EBITDA (based on the results of the ITE Group's business to 30 September 2017 and the Ascential Exhibitions Business to 31 December 2017). The Directors are expecting to be able to deleverage the business further during the year ending 30 September 2019.

ITE Share Plans

If the Acquisition and Rights Issue complete, the Remuneration Committee will, in accordance with the applicable provisions contained in the ITE Share Plans review the terms of existing options and the Company would expect to make such adjustments as are required and appropriate to the terms of existing options under those rules as a consequence of the Acquisition and the Rights Issue, including that certain of the options may be linked to both the overall performance of the Enlarged Group and certain financial performance targets of the Ascential Exhibitions Business being met. Holders of options under ITE Share Plans will be advised accordingly in due course.

The Remuneration Committee also intends to undertake a review of the current remuneration arrangements applicable to the senior executives (including the Executive Directors) to ensure they remain appropriate to the revised shape and prospects of the Company following completion of the Acquisition and intend that at least part of the remuneration may be linked to both the overall performance of the enlarged group and certain financial performance targets of the Ascential Exhibitions Business being met. Any changes to Executive Directors remuneration would be subject to the normal Shareholder approvals at the relevant time.

6. PRINCIPAL TERMS OF THE RIGHTS ISSUE

Pursuant to the Rights Issue, the Company is proposing to raise estimated net proceeds of £250 million which will be used to part finance the Acquisition. The Rights Issue is not conditional upon Completion. If the Rights Issue were to proceed but Completion does not occur the Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the ITE Group's net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such alternative uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for ITE and would be subject to applicable securities laws.

The Rights Issue is being fully underwritten by the Banks on, and subject to, the terms and conditions of the Underwriting Agreement, a summary of which is set out in Section 11.1.1 of Part XIX (Additional Information) of this document.

Subject to fulfilment of, among other things, the conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter), the New Ordinary Shares will be offered to Qualifying Shareholders (other than Excluded Shareholders) on the following basis:

7 New Ordinary Shares at 56.2 pence each for every 4 Existing Ordinary Shares

held and registered in the name of each such Qualifying Shareholder at the close of business on the Record Date (and so in proportion for any other number of Ordinary Shares then held) and otherwise on the terms and conditions set out in this document. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares.

The Rights Issue Price represents a discount of approximately 60.2 per cent. to the Closing Price on 5 June 2018 (being the last Business Day prior to the date of this document) and a 35.5 per cent. discount to the theoretical ex-rights price of 87.1 pence per New Ordinary Share calculated by reference to that Closing Price on the same basis.

Upon completion of the Rights Issue, the New Ordinary Shares will represent approximately 175.0 per cent. of the Company's existing issued share capital and approximately 63.6 per cent. of the Company's enlarged issued share capital following the Rights Issue. Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares in full will experience dilution of their shareholding by approximately 63.6 per cent. as a result of the Rights Issue.

The above calculations assume that no Ordinary Shares are issued as a result of the exercise of any options or awards under the ITE Share Plans between 5 June 2018, being the latest practicable date prior to publication of this document, and the Record Date.

The New Ordinary Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares. The New Ordinary Shares may be held in certificated or uncertificated form. The New Ordinary Shares will not receive the interim dividend for the year ending 30 September 2018 as the record date for that interim dividend is 8 June 2018, which is before the date of issue of the New Ordinary Shares.

The Rights Issue is conditional, among other things, upon:

(a) the passing of the Resolutions at the General Meeting without amendment;
(b) Admission becoming effective by no later than 8.00 a.m. on 26 June 2018 (or such later time and/or date, being not later than 8.30 a.m. on 10 July 2018, as the Banks and the Company may agree); and
(c) the Underwriting Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

Applications will be made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective, and dealings in the New Ordinary Shares, nil paid, will commence, at 8.00 a.m. on 26 June 2018.

7. OVERSEAS SHAREHOLDERS

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document, a Provisional Allotment Letter and any other document in relation to the Rights Issue to such persons, is drawn to the information which appears in Section 8 of Part IX (Terms and Conditions of the Rights Issue) of this document.

New Ordinary Shares will be provisionally allotted (nil paid) to all Qualifying Shareholders, including Overseas Shareholders. However, subject to certain exceptions, Provisional Allotment Letters will not be sent to Qualifying non-CREST Shareholders with registered addresses, or who are resident in or located, in the United States or any of the other Excluded Territories, nor will the CREST stock account of Qualifying CREST Shareholders with registered addresses, or who are resident or located, in the United States or any

of the other Excluded Territories be credited with Nil Paid Rights. The notice in the London Gazette referred to in Section 8.6 of Part IX (Terms and Conditions of the Rights Issue) of this document will state where a Provisional Allotment Letter may be inspected or obtained. Any person with a registered address, or who is resident or located, in the United States or any other Excluded Territory who obtains a copy of this document or a Provisional Allotment Letter is required to disregard them, except with the consent of the Company.

Notwithstanding any other provision of this document or the Provisional Allotment Letter, the Company reserves the right to permit any Qualifying Shareholder to take up its, his or her rights if the Company (in consultation with the Banks) in its sole and absolute discretion is satisfied that the transaction in question will not violate applicable laws.

Persons in Excluded Territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

8. CURRENT TRADING AND PROSPECTS

8.1 ITE Group

On 15 May 2018, the ITE Group announced its interim results for the six months ended 31 March 2018, demonstrating a strong overall trading performance. This was the first period of like-for-like growth in both yield and volume since 2014 and these results reflect revenue growth in the majority of ITE's markets as a result of early TAG Programme initiatives and focus on Core events.

The TAG Programme is delivering early benefits with improved financial performance from Core events delivering like-for-like volume, revenue and headline PBT growth for the first time in four years.

Cash conversion remains strong and the Group enters the second half with high visibility of revenues having contracted £143.5 million of revenue for the current financial year as at 11 May 2018, representing circa 89% of market expectations for the full year. As a result of a focus on forward bookings, the Group has also already contracted £31 million of forward bookings for the year ended 30 September 2019, representing 19 per cent. of consensus revenue. This is up 31 per cent. on a like-for-like basis and the improved level of bookings partly reflects the Group's focused sales initiatives on Core events, in line with its strategy. The like-for-like growth and cash conversion have allowed management to invest £1.5 million more in future period events than at this stage last year.

There has been no significant change in the current trading and prospects of the ITE Group since 31 March 2018.

8.2 The Ascential Exhibitions Business

Since 31 December 2017, trading has been in line with expectations and there has been no significant change in the financial or trading position of the Ascential Exhibitions Business since that date.

9. RISK FACTORS

Shareholders should consider fully and carefully the risk factors associated with the Group and the Enlarged Group. Your attention is drawn to the risk factors set out in Part II (Risk Factors) of this document.

10. DIVIDEND AND DIVIDEND POLICY

The Directors understand the importance of dividend payments to Shareholders and intend to maintain ITE's existing policy of declaring dividends at a coverage of more than two times headline earnings per share, subject to the Company having sufficient distributable reserves and cash available for this purpose.

For the year ended 30 September 2017, ITE paid a dividend of 4.0 pence per share (2016: 4.5 pence per share). For the six month period ended 31 March 2018, ITE has declared an interim dividend of 1.5 pence per share (2017: 1.5 pence per share).

11. TAXATION

Your attention is drawn to Part XVIII (Taxation). If you are in any doubt as to your tax position, you should consult your own professional adviser immediately.

12. RESOLUTIONS, AUTHORISATIONS AND APPROVALS RELATING TO THE RIGHTS ISSUE

The Notice of General Meeting at the end of this document contains a notice convening the General Meeting to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF on 25 June 2018 at 9.30 a.m. and contains the Resolutions which Shareholders will be asked to approve to allow the Rights Issue to proceed and to approve the Acquisition.

The Acquisition and the Rights Issue are conditional on Shareholders approving the Resolutions set out below. In summary:

(a) Resolution 1 (which is an ordinary resolution) seeks the approval of Shareholders of the Acquisition; and
(b) Resolution 2 (which is an ordinary resolution) seeks the approval of Shareholders to authorising the Directors to issue and allot the New Ordinary Shares.

13. ACTION TO BE TAKEN

13.1 General Meeting

If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Registrar, Equiniti Limited, as soon as possible and, in any event, so as to arrive not later than 9.30 a.m. on 23 June 2018. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so. You may also submit your proxies electronically at www.sharevote.co.uk using your Investor Code found on the Form of Proxy. If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the issuer's agent, ID RA19, so that it is received no later than 9.30 a.m. on 23 June 2018.

13.2 Rights Issue

The latest time for acceptance by Shareholders under the Rights Issue is 11.00 a.m. (London time) on 10 July 2018. The procedure for acceptance and payment is set out in Part IX (Terms and Conditions of the Rights Issue) of this document. Further details also appear in the Provisional Allotment Letter which will be sent to all Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, those Qualifying Non-CREST Shareholders with a registered address in the Excluded Territories).

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA if you are in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser.

14. FURTHER INFORMATION

The expected timetable of principal events for the Acquisition is set out in Part III (Expected Timetable of Principal Events) of this document. Your attention is drawn to the further information set out in Part IX (Terms and Conditions of the Rights Issue) and Part VIII (Some Questions and Answers About the Rights Issue) and the Notice of General Meeting set out at the end of this document. You are advised to read the whole of this document and not rely solely on the summarised information contained within this letter.

15. INTENTIONS OF DIRECTORS

All of the Directors who hold Ordinary Shares (Richard Last, Mark Shashoua, Andrew Beach, Sharon Baylay, Neil England and Stephen Puckett) intend to take up in full their rights to subscribe for New Ordinary Shares under the Rights Issue in respect of their holdings. Together these amount to rights to subscribe for 841,373

New Ordinary Shares, representing approximately 0.3 per cent. of ITE's issued ordinary share capital as at 5 June 2018, being the latest practicable date prior to publication of this document.

16. RECOMMENDATION

The Board believes that the Acquisition and Rights Issue are in the best interests of the Company and of Shareholders as a whole and accordingly unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting to approve the Acquisition and the Rights Issue as Richard Last, Mark Shashoua, Andrew Beach, Sharon Baylay, Neil England and Stephen Puckett (being all of the Directors who hold Ordinary Shares) intend to do in respect of their own beneficial holdings amounting, in aggregate, to 480,785 Ordinary Shares, representing approximately 0.2 per cent. of the issued ordinary share capital of ITE Group as at 5 June 2018, being the latest practicable date prior to publication of this document.

Yours faithfully,

Richard Last

Chairman

PART VIII

SOME QUESTIONS AND ANSWERS ABOUT THE RIGHTS ISSUE

The questions and answers set out in this Part VIII are intended to be in general terms only and, as such, you should read Part IX (Terms and Conditions of the Rights Issue) of this document for full details of what action you should take. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under FSMA if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

This Part VIII deals with general questions relating to the Rights Issue and more specific questions relating to Ordinary Shares held by persons resident in the UK who hold their Ordinary Shares in certificated form only. If you are an Overseas Shareholder, you should read Section 8 of Part IX (Terms and Conditions of the Rights Issue) and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your rights. If you hold your Ordinary Shares in uncertificated form (that is, through CREST), you should read Part IX (Terms and Conditions of the Rights Issue) for full details of what action you should take. If you are a CREST sponsored member, you should also consult your CREST sponsor. If you do not know whether your Ordinary Shares are in certificated or uncertificated form, please call the Shareholder Helpline on 0333 207 6394 (from inside the UK) or +44 121 415 0968 (if calling from outside the UK). The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that for legal reasons, the Shareholder Helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

1. General

1.1 What is a rights issue?

A rights issue is a way for companies to raise money. Companies do this by giving their existing shareholders a right to buy further shares in proportion to their existing shareholdings.

The offer under this Rights Issue is for up to 471,939,236 New Ordinary Shares at a price of 56.2 pence per New Ordinary Share. If you are a Qualifying Shareholder other than a Shareholder with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories, you will be entitled to buy New Ordinary Shares under the Rights Issue. If you hold your Existing Ordinary Shares in certificated form, your entitlement will be set out in your Provisional Allotment Letter.

New Ordinary Shares are being offered to Qualifying Shareholders in the Rights Issue at a discount to the share price on the last Dealing Day before the details of the Rights Issue were announced on 6 June 2018. The Issue Price of 56.2 pence per New Ordinary Share represents a 35.5 per cent. discount to the theoretical ex-rights price based on the Closing Price for an Ordinary Share of 87.1 pence on 5 June 2018, being the latest practicable date prior to the publication of this document. Because of this discount and while the market value of the Existing Ordinary Shares exceeds the Issue Price, the right to buy the New Ordinary Shares is potentially valuable.

The Rights Issue is on the basis of 7 New Ordinary Shares for every 4 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. If you do not want to buy the New Ordinary Shares to which you are entitled, you can instead sell or transfer your rights to those New Ordinary Shares (called Nil Paid Rights) and receive the net proceeds, if any, of the sale or transfer in cash. This is referred to as dealing "nil paid".

1.2 Will Shareholders be entitled to vote on the Rights Issue?

A General Meeting to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF on 25 June 2018 at 9.30 a.m. at which

Shareholders will be asked to approve the Resolutions to allow the Rights Issue to proceed and to approve the Acquisition.

1.3 I understand that there is a period when there is trading in the Nil Paid Rights. What does this mean?

If you do not want to buy the New Ordinary Shares being offered to you under the Rights Issue, you can instead sell or transfer your rights (called "Nil Paid Rights") to those New Ordinary Shares and receive the net proceeds of the sale or transfer in cash. This is referred to as dealing "nil paid". This means that, during the Rights Issue offer period (i.e. between 26 June 2018 and 10 July 2018), you can either trade Ordinary Shares (which will not carry any entitlement to participate in the Rights Issue) or you can, subject to demand and market conditions, trade in the Nil Paid Rights.

Please note that your ability to sell your rights is dependent on demand for such rights and that the prices of the Nil Paid Rights may fluctuate.

1.4 Will the New Ordinary Shares receive the interim dividend for the six months ended 31 March 2018?

No, the New Ordinary Shares will not receive the 2018 interim dividend as the record date (8 June 2018) for such dividend falls before the date of the issue of the New Ordinary Shares. The New Ordinary Shares, when issued and fully paid, will rank pari passu with the Existing Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares.

Ordinary Shares in certificated form

2.1 I hold my Existing Ordinary Shares in certificated form. How do I know if I am eligible to acquire New Ordinary Shares under the Rights Issue?

If you receive a Provisional Allotment Letter and are not a Shareholder with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories, then you should be eligible to acquire New Ordinary Shares under the Rights Issue (as long as you have not sold all of your Existing Ordinary Shares before 8.00 a.m. on the Ex-Rights Date, in which case you will need to follow the instructions on the first page of this document.

2.2 How many New Ordinary Shares will I be entitled to acquire?

You will be entitled to 7 New Ordinary Shares for every 4 Existing Ordinary Shares you held on the Record Date (rounding down to the nearest whole number). Box 2 on the Provisional Allotment Letter shows the number of New Ordinary Shares you will be entitled to buy if you are a Qualifying Non-CREST Shareholder. Subject to the Shareholders passing the Resolutions at the General Meeting to be held on 25 June 2018, all Qualifying Non-CREST Shareholders (other than Shareholders with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories) will be sent a Provisional Allotment Letter.

2.3 I hold my Existing Ordinary Shares in certificated form. What do I need to do in relation to the Rights Issue?

Subject to the Shareholders passing the Resolutions at the General Meeting to be held on 25 June 2018, if you hold your Existing Ordinary Shares in certificated form and do not have a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories, you will be sent a Provisional Allotment Letter that shows:

(a) how many Existing Ordinary Shares you held at the close of business on 21 June 2018 (the Record Date for the Rights Issue);
(b) how many New Ordinary Shares you are entitled to buy pursuant to the Rights Issue; and
(c) how much you need to pay if you want to take up your right to buy all the New Ordinary Shares provisionally allotted to you in full.

Subject to certain exceptions, if you have a registered address in the United States or any of the other Excluded Territories, you will not receive a Provisional Allotment Letter.

2.4 I am a Qualifying Shareholder with a registered address in the UK and I hold my Existing Ordinary Shares in certificated form. What are my options and what should I do with the Provisional Allotment Letter?

(a) If you want to take up all of your rights

If you want to take up all of your rights to acquire all of the New Ordinary Shares to which you are entitled, all you need to do is send the Provisional Allotment Letter, together with your cheque or banker's draft for the full amount shown in Box 3 of the Provisional Allotment Letter, payable to "Equiniti Limited re: ITE Group plc—Rights Issue" and crossed "A/C payee only", by post to the address shown on page 1 of the Provisional Allotment Letter, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA to arrive by no later than 11.00 a.m. on 10 July 2018. Within the UK only, you can use the reply-paid envelope which will be enclosed with the Provisional Allotment Letter. Please allow sufficient time for delivery. Full instructions are set out in Part IX (Terms and Conditions of the Rights Issue) and will be set out in the Provisional Allotment Letter. Payments of fractions of a penny must be rounded up to the nearest whole penny.

Please note third party cheques may not be accepted other than building society cheques or banker's drafts.

If payment is made by a building society cheque (not being drawn on account of the applicant) or a banker's draft, the building society or bank should insert details of the name of the account holder and have either added the building society or bank branch stamp, or have provided a supporting letter confirming the source of funds. The name of such account holder should be the same as the name of the shareholder shown on page 1 or page 4 of the Provisional Allotment Letter. A definitive share certificate will then be sent to you for the New Ordinary Shares that you take up. Your definitive share certificate for New Ordinary Shares is expected to be dispatched to you by no later than 20 July 2018. You will need your Provisional Allotment Letter to be returned to you if you want to deal in your Fully Paid Rights. Your Provisional Allotment Letter will not be returned to you unless you tick the appropriate box on the Provisional Allotment Letter.

(b) If you do not want to take up your rights at all

If you do not want to take up your rights, you do not need to do anything. If you do not return your Provisional Allotment Letter subscribing for the New Ordinary Shares to which you are entitled by 11.00 a.m. on 10 July 2018, the Company has made arrangements under which the Banks will try to find investors to take up your rights and the rights of others who have not taken them up. If the Banks do find investors who agree to pay a premium above the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of value added tax), you will be sent a cheque in the name of the registered shareholder(s) for your share of the amount of that premium provided that this is £5.00 or more. Cheques are expected to be dispatched on or around 20 July 2018 and will be sent to your existing address appearing on ITE Group's register of members (or to the address of the first-named holder if you hold your Existing Ordinary Shares jointly). If the Banks cannot find investors who agree to pay a premium over the Issue Price and related expenses so that your entitlement would be £5.00 or more, you will not receive any payment, and any amounts of less than £5.00 will be aggregated and will accrue for the benefit of the Company. Alternatively, if you do not want to take up your rights, you can sell or transfer your Nil Paid Rights (see question 2(d) below).

If you want to take up some but not all of your rights and wish to sell some or all of those you do not want to take up, you should first apply to have your Provisional Allotment Letter split by completing Form X on the Provisional Allotment Letter, and returning it by post or by hand to the Receiving Agent, at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA (during normal business hours) so as to be received by 3.00 p.m. on 6 July 2018,

together with a covering letter stating the number of split Provisional Allotment Letters required and the number of Nil Paid Rights to be comprised in each split Provisional Allotment Letter. You should then deliver the split Provisional Allotment Letter representing the New Ordinary Shares that you wish to accept together with your cheque or banker's draft to the Receiving Agent (see question 2(a) above) to be received by 11.00 a.m. on 10 July 2018. Payments of fractions of a penny must be rounded up to the nearest whole penny. Please allow sufficient time for delivery.

Alternatively, if you only want to take up some of your rights (but not sell some or all of the rest), you should complete Form X on the Provisional Allotment Letter and return it with a cheque or banker's draft together with an accompanying letter indicating the number of Nil Paid Rights that you wish to take up, in accordance with the provisions set out in the Provisional Allotment Letter. In this case the Provisional Allotment Letter and cheque or banker's draft must be received by the Receiving Agent by 3.00 p.m. on 6 July 2018, being the latest time and date for splitting Provisional Allotment Letters, nil paid. Please allow sufficient time for delivery.

Further details are set out in Part IX (Terms and Conditions of the Rights Issue) and will be set out in the Provisional Allotment Letter.

(d) If you want to sell all of your rights

If you want to sell all of your rights, you should complete and sign Form X on the Provisional Allotment Letter (if it is not already marked "Original Duly Renounced") and pass the entire letter to your stockbroker, bank manager or other appropriate financial adviser or to the transferee (provided they are not in the United States or any of the other Excluded Territories). Please note that your ability to sell your rights is dependent on the demand for such rights and that the price for the Nil Paid Rights may fluctuate. Please ensure, however, that you allow enough time so as to enable the person acquiring your rights to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 10 July 2018.

2.5 I acquired my Existing Ordinary Shares prior to the Record Date and hold my Existing Ordinary Shares in certificated form. What if I do not receive a Provisional Allotment Letter?

If the Shareholders approve the Resolutions at the General Meeting to be held on 25 June 2018, and if you do not receive a Provisional Allotment Letter but hold your Existing Ordinary Shares in certificated form, this probably means that you are not able to acquire New Ordinary Shares under the Rights Issue. Some Qualifying Non-CREST Shareholders, however, will not receive a Provisional Allotment Letter but may still be eligible to acquire New Ordinary Shares under the Rights Issue, namely:

(a) Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertificated form on the Record Date and who have converted them to certificated form;

(b) Qualifying Non-CREST Shareholders who bought Existing Ordinary Shares before 8.00 am on the Ex-Rights Date and who hold such Shares in certificated form but were not registered as the holders of those Shares at the close of business on the Record Date; and

(c) certain Overseas Shareholders who can demonstrate to the satisfaction of the Company that the offer under the Rights Issue can lawfully be made to them without contravention of any relevant legal or regulatory requirements.

If you do not receive a Provisional Allotment Letter on or about 26 June 2018 but think that you should have received one, please contact the Shareholder Helpline on 0333 207 6394 (from inside the UK) or +44 121 415 0968 (if calling from outside the UK). The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that for legal reasons, the Shareholder Helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

2.6 I hold my Existing Ordinary Shares in certificated form. If I take up my rights, when will I receive the certificate representing my New Ordinary Shares?

If you take up your rights under the Rights Issue, share certificates for the New Ordinary Shares are expected to be posted by no later than 20 July 2018.

2.7 I hold my Existing Ordinary Shares in certificated form. What if I want to sell the New Ordinary Shares for which I have paid?

Provided the New Ordinary Shares have been paid for and you have requested the return of the receipted Provisional Allotment Letter, you can transfer the Fully Paid Rights by completing Form X (the form of renunciation) on the receipted Provisional Allotment Letter in accordance with the instructions set out in the Provisional Allotment Letter until 11.00 a.m. on 10 July 2018. After that time, you will be able to sell your New Ordinary Shares in the normal way. The share certificate relating to your New Ordinary Shares is expected to be dispatched to you by no later than 20 July 2018. Pending despatch of the share certificate, instruments of transfer will be certified by the Registrar against the register.

Further details are set out in Part IX (Terms and Conditions of the Rights Issue).

2.8 How do I transfer my rights into the CREST system?

If you are a Qualifying non-CREST Shareholder, but are a CREST member and want your New Ordinary Shares to be in uncertificated form, you should complete Form X and the CREST Deposit Form (both on the Provisional Allotment Letter). Further details on how to deposit Nil Paid Rights or Fully Paid Rights into CREST are set out further in Part IX (Terms and Conditions of the Rights Issue) and will be set out in the Provisional Allotment Letter.

If you have transferred your rights into the CREST system, you should refer to Section 5 of Part IX (Terms and Conditions of the Rights Issue) for details on how to pay for the New Ordinary Shares.

Ordinary Shares in CREST

3.1 How do I know if I am eligible to participate in the Rights Issue?

If you are a Qualifying CREST Shareholder (save as mentioned below), and on the assumption that the Rights Issue proceeds as planned, your CREST stock account will be credited with your entitlement to Nil Paid Rights on 26 June 2018. The stock account to be credited will be the account under the participant ID and member account ID that apply to your Ordinary Shares on the Record Date. The Nil Paid Rights and the Fully Paid Rights are expected to be enabled after 8.00 a.m. on 26 June 2018. If you are a CREST sponsored member, you should consult your CREST sponsor if you wish to check that your account has been credited with your entitlement to Nil Paid Rights. The CREST stock accounts of certain Overseas Shareholders will not be credited with Nil Paid Rights. Overseas Shareholders should refer to Section 8 of Part IX (Terms and Conditions of the Rights Issue).

3.2 How do I take up my rights using CREST?

If you are a Qualifying CREST Shareholder and wish to take up and pay your rights, you should refer to the instructions set out in Part IX (Terms and Conditions of the Rights Issue).

If you are a CREST member, you should ensure that a Many-to-Many ("MTM") instruction has been inputted and has settled by 11:00 a.m. on 10 July 2018 in order to make a valid acceptance. If your Ordinary Shares are held by a nominee or you are a CREST sponsored member, you should speak directly to the agent who looks after your stock or your CREST sponsor (as appropriate) who will be able to help. If you have further questions, particularly of a technical nature regarding acceptance through CREST, you should call the CREST Service Desk on 08459 645 648 (or +44 8459 645 648 if you are calling from outside the United Kingdom).

3.3 How many New Ordinary Shares will I be entitled to acquire?

If you are a Qualifying CREST Shareholder your stock account will be credited with Nil Paid Rights in respect of the number of New Ordinary Shares which you are entitled to acquire. You will be entitled to 7 New Ordinary Shares for every 4 Existing Ordinary Shares you held on the Record Date. You can

also view the claim transactions in respect of purchases/sales effected after this date, but before the Ex-Rights Date. If you are a CREST sponsored member, you should contact your CREST sponsor.

3.4 If I take up my rights, when will New Ordinary Shares be credited to my CREST account(s)?

If you take up your rights under the Rights Issue, it is expected that New Ordinary Shares will be credited to the CREST stock account in which you hold your Fully Paid Rights on 11 July 2018.

4. Further procedures for Ordinary Shares whether in certificated form or in CREST

4.1 If I buy Ordinary Shares after the Record Date will I be eligible to participate in the Rights Issue?

If you bought Ordinary Shares after the Record Date but prior to 8.00 a.m. on the Ex-Rights Date, you may be eligible to participate in the Rights Issue. If you are in any doubt, please consult your stockbroker, bank manager or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement.

If you buy Ordinary Shares at or after 8.00 a.m. on the Ex-Rights Date, you will not be eligible to participate in the Rights Issue in respect of those shares.

4.2 What if the number of New Ordinary Shares to which I am entitled is not a whole number: am I entitled to fractions of New Ordinary Shares?

Your entitlement to New Ordinary Shares will be calculated at the Record Date (other than in the case of those who bought shares after the Record Date but prior to 8.00 a.m. on the Ex-Rights Date who are eligible to participate in the Rights Issue). If the result is not a whole number, you will not receive a New Ordinary Share in respect of the fraction of a New Ordinary Share and your entitlement will be rounded down to the nearest whole number of New Ordinary Shares.

4.3 What if the amount I am required to pay for New Ordinary Shares includes a fraction of a penny?

Payments of fractions of a penny must be rounded up to the nearest whole penny.

4.4 Will I be taxed if I take up or sell my rights or if my rights are sold on my behalf?

The following comments are by way of general guidance and assume, amongst other things, that you hold your Ordinary Shares as an investment.

If you are resident in the UK for tax purposes, you should not have to pay UK tax when you take up your rights, although the Rights Issue will affect the amount of UK tax you may pay when you subsequently sell any or all of your Ordinary Shares. However, you may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds that you receive from the sale of your rights (unless, generally, the proceeds do not exceed £3,000 or, if higher, 5 per cent. of the market value of your Existing Ordinary Shares on the date of sale, although in that case the amount of UK tax you may pay when you subsequently sell all or any of your Ordinary Shares may be affected).

Further information for Qualifying Shareholders who are resident in the UK for tax purposes is contained in Part XVIII (Taxation). Qualifying Shareholders who are in any doubt as to their tax position, or who are subject to tax in any other jurisdiction, should consult an appropriate professional adviser as soon as possible. Please note that the Shareholder Helpline will not be able to assist you with taxation issues.

4.5 What if I hold options and awards under the ITE Share Plans?

Participants in the ITE Share Plans will be advised separately of adjustments (if any) to their options and awards. Such participants will not be able to participate in the Rights Issue in relation to the Ordinary Shares to be acquired under such options or awards (unless such options or awards are exercised in sufficient time before the Record Date).

4.6 What should I do if I live outside the UK?

Whilst you have an entitlement to participate in the Rights Issue, your ability to take up rights to New Ordinary Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your rights. Qualifying Shareholders with registered addresses in the United States or any of the other Excluded Territories are, subject to certain exceptions, not able to acquire New Ordinary Shares under the Rights Issue. Shareholders with registered addresses in the United States who are QIBs may be able to acquire New Ordinary Shares under the Rights Issue. Your attention is drawn to the information in Section 8 of Part IX (Terms and Conditions of the Rights Issue) of this document.

ITE Group has made arrangements under which the Banks will try to find investors to take up your rights and those of other Qualifying Shareholders who have not taken up their rights. If the Banks do find investors who agree to pay a premium above the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of value added tax), you will be sent a cheque for your share of the amount of that premium provided that this is £5.00 or more. Cheques are expected to be dispatched on, or around, 20 July 2018 and will be sent to your address appearing on ITE Group's register of members (or to the first-named holder if you hold your Existing Ordinary Shares jointly). If the Banks cannot find investors who agree to pay a premium over the Issue Price and related expenses so that your entitlement would be £5.00 or more, you will not receive any payment and any amounts of less than £5.00 will be aggregated and will ultimately accrue for the benefit of the Company.

4.7 What should I do if I think my holding of Existing Ordinary Shares is incorrect?

If you are concerned about the figure in the Provisional Allotment Letter or otherwise concerned that your holding of Existing Ordinary Shares is incorrect please contact the Shareholder Helpline on 0333 207 6394 (from inside the UK) or +44 121 415 0968 (if calling from outside the UK). The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that for legal reasons, the Shareholder Helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

Your attention is drawn to the further terms and conditions of the Rights Issue in Part IX (Terms and Conditions of the Rights Issue) and, in the case of Qualifying Non-CREST Shareholders, in the Provisional Allotment Letter.

PART IX

TERMS AND CONDITIONS OF THE RIGHTS ISSUE

1. Summary of the Rights Issue

Pursuant to the Rights Issue, the Company is proposing to raise estimated net proceeds of £250 million which will be used to part finance the Acquisition.

The Rights Issue Price represents a discount of approximately 60.2 per cent. to the Closing Price on 5 June 2018 (being the last Business Day prior to the date of this document) and a 35.5 per cent. discount to the theoretical ex-rights price of 87.1 pence per New Ordinary Share calculated by reference to that Closing Price on the same basis.

The ISIN for the New Ordinary Shares will be the same as that of the Existing Ordinary Shares, being GB0002520509. The ISIN for the Nil Paid Rights is GB00BF50PS23 and for the Fully Paid Rights is GB00BZ18VH17.

If Completion occurs, the Rights Issue proceeds will be applied (net of expenses) towards the financing of the Acquisition. The Rights Issue is not conditional on Completion. If the Rights Issue were to proceed but Completion does not occur, the Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the ITE Group's net indebtedness on a short-term basis while the Directors evaluate alternative uses for the funds. If no such uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for ITE and would be subject to applicable securities laws.

2. Terms and conditions of the Rights Issue

Subject to fulfilment of, among other things, the conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter if they receive one), the New Ordinary Shares are being offered for acquisition by way of rights to Qualifying Shareholders on the following basis:

7 New Ordinary Shares at 56.2 pence per New Ordinary Share for every 4 Existing Ordinary Shares

held and registered in their name at the close of business on the Record Date and so in proportion for any other numbers of Ordinary Shares then held.

Qualifying Shareholders who do not or who are not permitted to take up their entitlements to New Ordinary Shares will have their proportionate shareholdings in the Company diluted by approximately 63.6 per cent. as a result of the Rights Issue. Those Qualifying Shareholders who take up the New Ordinary Shares provisionally allotted to them in full will, following the Rights Issue being completed, subject to fractions, have the same proportional voting rights and entitlements to distributions as they had on the Record Date. In each case it is assumed that no Ordinary Shares other than the New Ordinary Shares are issued prior to Completion.

Holdings of Ordinary Shares in certificated and uncertificated form have been treated as separate holdings to calculate entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares.

Payments of fractions of a penny must be rounded up to the nearest whole penny.

The attention of Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this document or a Provisional Allotment Letter into a jurisdiction other than the United Kingdom is drawn to Section 8 of this Part IX (Terms and Conditions of the Rights Issue). The offer of New Ordinary Shares under the Rights Issue will not be made into certain territories. In particular, subject to the provisions of Section 8 of this Part IX (Terms and Conditions of the

Rights Issue), Qualifying Shareholders with registered addresses in the Excluded Territories have not been, and will not be, sent Provisional Allotment Letters and have not had, and will not have, their CREST stock accounts credited with Nil Paid Rights.

Applications will be made to the UK Listing Authority for the New Ordinary Shares (nil and fully paid) to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) will commence on the London Stock Exchange at 8.00 a.m. on 26 June 2018. The Nil Paid Rights will not be admitted to trading on any other exchange.

The Existing Ordinary Shares are already admitted to CREST. Accordingly, no further application for admission to CREST is required for the New Ordinary Shares and all of the New Ordinary Shares when issued and fully paid may be held and transferred by means of CREST.

Applications will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Euroclear requires the Company to confirm to it that certain conditions (imposed by the CREST Manual) are satisfied before Euroclear will admit the Nil Paid Rights and Fully Paid Rights to CREST. It is expected that these conditions will be satisfied on Admission. As soon as practicable after Admission, the Company will confirm this to Euroclear. It is expected that these conditions will be satisfied, in respect of the Nil Paid Rights and Fully Paid Rights, on Admission.

None of the New Ordinary Shares are being made available to the public other than pursuant to the Rights Issue.

The Rights Issue is being fully underwritten by the Banks on, and subject to, the terms and the conditions of the Underwriting Agreement. The Banks may arrange sub-underwriting for some, all or none of the New Ordinary Shares. A summary of certain terms and conditions of the Underwriting Agreement is set out in Section 11.1.1 of Part XIX (Additional Information) of this document.

The Banks' obligations under the Underwriting Agreement are conditional upon certain matters being satisfied or not breached prior to Admission. If these conditions are not satisfied or (where permitted) waived by Admission, the Underwriting Agreement will terminate, in which case the Rights Issue will be revoked and will not proceed and the provisional allotments will lapse. After Admission, the Banks have no right to terminate the Underwriting Agreement.

The Banks and their respective affiliates may, acting as investors for their own account, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in this document to Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their affiliates acting in such capacity. In addition either of the Banks or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Bank (or its affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. Except as required by applicable law or regulation, the Banks to do propose to make any public disclosure in relation to such transactions.

The Company will not proceed with the Rights Issue if the Underwriting Agreement is terminated at any time prior to Admission and commencement of dealings in the New Ordinary Shares (nil paid) on the London Stock Exchange.

Subject, among other things, to any relevant conditions being satisfied, and save as provided in Section 8 of this Part IX, it is expected that:

(a) Provisional Allotment Letters in respect of Nil Paid Rights will be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, such Qualifying Non-CREST Shareholders with registered addresses in the United States or any of the other Excluded Territories) on 25 June 2018;

(b) the Registrar will instruct Euroclear to credit the appropriate stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, such Qualifying CREST Shareholders with registered addresses in the United States or any of the other Excluded Territories) with such Shareholders' entitlements to Nil Paid Rights, with effect from 8.00 a.m. on 26 June 2018;

(c) the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear on 26 June 2018, as soon as practicable after the Company has confirmed to Euroclear that all the conditions for admission of such rights to CREST have been satisfied;

(d) New Ordinary Shares will be credited to the appropriate stock accounts of relevant Qualifying CREST Shareholders (or their renounces) who validly take up their rights by no later than 8.00 a.m. on 11 July 2018; and

(e) share certificates for the New Ordinary Shares will be despatched to relevant Qualifying Non-CREST Shareholders (or their renounces) who validly take up their rights by 20 July 2018.

Pursuant to the Companies Act 2006, the offer of New Ordinary Shares to Qualifying Shareholders who have no registered address in an EEA state and who have not given to the Company an address in an EEA state for the serving of notices will be made to such Qualifying Shareholders through a notice in the London Gazette, details of which are provided in Section 8.6 of this Part IX. Shareholders taking up their rights by completing a Provisional Allotment Letter or by sending an MTM Instruction to Euroclear will be deemed to have given the representations and warranties set out in Section 8.7 of this Part IX, unless such requirement is waived by the Company.

The Rights Issue is conditional, among other things, upon:

(a) the passing of the Resolutions at the General Meeting without amendment;

(b) Admission becoming effective by not later than 8.00 a.m. on 26 June 2018 (or such later time and/or date, being not later than 8.30 a.m. on 10 July 2018, as the Banks and the Company may agree); and

(c) the Underwriting Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

All documents and cheques posted to or by Qualifying Shareholders and/or their transferees or renounces (or their agents, as appropriate) will be posted at their own risk.

If the Rights Issue is delayed so that Provisional Allotment Letters cannot be despatched on 25 June 2018, the Section of this document entitled "Expected Timetable of Principal Events" will be adjusted accordingly and the revised dates will be set out in the Provisional Allotment Letters and announced through a Regulatory Information Service, in which case all references in Part II (Expected Timetable of Principal Events) should be read as being subject to such adjustment.

3. Action to be taken by Qualifying Shareholders

The action to be taken by Shareholders in respect of New Ordinary Shares depends on whether, at the relevant time, the Nil Paid Rights or Fully Paid Rights in respect of which action is to be taken are in certificated form (that is, are represented by Provisional Allotment Letters) or are in uncertificated form (that is, are in CREST).

If you are a Qualifying Non-CREST Shareholder and do not have a registered address, and are not located, in, subject to certain exceptions, the United States or any of the other Excluded Territories, please refer to Section 8 of this Part IX.

If you are a Qualifying CREST Shareholder and do not have a registered address, and are not located, in, subject to certain exceptions, the United States or any of the other Excluded Territories, please refer to Section 5 of this Part IX and to the CREST Manual for further information on the CREST procedures referred to below.

If you are a Qualifying Shareholder and have a registered address in the United States or any of the other Excluded Territories, please refer to Section 8 of this Part IX.

CREST sponsored members should refer to their CREST sponsors, as only their CREST sponsors will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST sponsored members.

If you have any questions relating to this document, or the completion and return of the Form of Proxy or Provisional Allotment Letter, please telephone Equiniti between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on 0333 207 6394 (from inside the UK) or +44 121 415 0968 (if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

4. Action to be taken by Qualifying Non-CREST Shareholders in relation to Nil Paid Rights represented by Provisional Allotment Letters

4.1 General

Provisional Allotment Letters are expected to be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Qualifying Non-CREST Shareholders with registered addresses in the Excluded Territories) on 25 June 2018. The Provisional Allotment Letter sets out:

(a) the holding of Ordinary Shares on which a Qualifying Non-CREST Shareholder's entitlement to New Ordinary Shares has been based;

(b) the aggregate number of New Ordinary Shares provisionally allotted to such Qualifying Non-CREST Shareholder;

(c) the amount payable on acceptance of New Ordinary Shares provisionally allotted to such Qualifying Non-CREST Shareholder at the Issue Price;

(d) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of all or part of his or her entitlement or to convert all or part of his or her entitlement into uncertificated form; and

(e) instructions regarding acceptance and payment, consolidation, splitting and registration of renunciation.

The latest time and date for acceptance and payment in full will be 11.00 a.m. on 10 July 2018.

If the Rights Issue is delayed so that Provisional Allotment Letters cannot be despatched on 25 June 2018, the expected timetable, as set out at the front of this document, will be adjusted accordingly and the revised dates will be set out in the Provisional Allotment Letters and announced through a Regulatory Information Service, in which case all relevant references in this Part IX should be read as being subject to such adjustment.

4.2 Procedure for acceptance and payment

(a) Qualifying Non-CREST Shareholders who wish to accept in full

Holders of Provisional Allotment Letters who wish to take up all of their Nil Paid Rights should complete the Provisional Allotment Letter in accordance with its instructions. The Provisional Allotment Letter must be returned, together with the cheque or banker's draft in Pounds Sterling, made payable to "Equiniti Limited re: ITE Group plc Rights Issue" and crossed "A/C payee only", for the full amount payable on acceptance, in accordance with the instructions printed on the Provisional Allotment Letter, by post or by hand to the Receiving Agent, at Equiniti

Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA, (during normal business hours only) so as to be received as soon as possible and, in any event, not later than 11.00 a.m. on 10 July 2018. A pre-paid reply envelope will be enclosed with the Provisional Allotment Letter for use within the United Kingdom only. If you post your Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that you allow at least four Business Days for delivery.

(b) Qualifying Non-CREST Shareholders who wish to accept in part

Holders of Provisional Allotment Letters who wish to take up some, but not all, of their Nil Paid Rights should refer to Section 4.5 of this Part IX below.

Any Qualifying Non-CREST Shareholder who is permitted to, and wishes to, sell all or part of his Nil Paid Rights should contact his or her stockbroker or bank or other appropriate authorised independent financial adviser to arrange the sale of those Nil Paid Rights in the market. The stockbroker, bank or other authorised independent financial adviser will require the Provisional Allotment Letter to arrange such sale and you will need to make arrangements with the stockbroker, bank or other authorised independent financial adviser for the completion of the Provisional Allotment Letter and its despatch to the stockbroker, bank or other authorised independent financial adviser. Further information about such sales by Qualifying Non-CREST Shareholders is set out in Section 4.5 of this Part IX below.

(d) Payments

All payments made by Qualifying Non-CREST Shareholders must be made in Pounds Sterling by cheque or banker's draft made payable to "Equiniti Limited Re: ITE Group plc Rights Issue" and crossed "A/C payee only". Qualifying Non-CREST Shareholders should write their Allotment Number (indicated at the top of page 1 of the Provisional Allotment Letter) on the reverse of the cheque or banker's draft. Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the name of the account holder and have either added the building society or bank branch stamp or have provided a supporting letter confirming the source of funds.

Payments of fractions of a penny must be rounded up to the nearest whole penny.

The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

Cheques or banker's drafts must be drawn on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man) of a bank or building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through facilities provided by either of these companies. Such cheques and banker's drafts must bear the appropriate sorting code in the top right-hand corner. Cash and payments via CHAPS, BACS or electronic transfer will not be accepted.

Cheques and banker's drafts will be presented for payment on receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearances of cheques and banker's drafts to allow value to be obtained for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest on such payments ultimately will accrue for the benefit of the Company. It is a term of the Rights Issue that cheques shall be honoured on first presentation, and the Company and the Banks may elect to treat as invalid any acceptances in respect of which cheques are not so honoured. If New Ordinary Shares have already been allotted to Qualifying Non-CREST Shareholders prior to any payment not being so honoured or such Qualifying Non-CREST Shareholder's acceptance being treated as invalid, the Company and the Banks may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of those Qualifying Non-CREST Shareholders and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the

expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of this Part IX in respect of the acquisition of such shares) on behalf of such Qualifying Non-CREST Shareholders. None of the Company, the Banks or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such Qualifying Non-CREST Shareholders as a result.

If a cheque or banker's draft sent by a Qualifying Non-CREST Shareholder is drawn for an amount different from that set out in that Qualifying Non-CREST Shareholder's Provisional Allotment Letter, that Shareholder's application shall be treated as an acceptance in respect of such whole number of New Ordinary Shares which could be acquired at the Issue Price with the amount for which the cheque or banker's draft is drawn (and not the amount set out in the Provisional Allotment Letter). Any balance from the amount of the cheque will be retained for the benefit of the Company.

(e) Discretion as to validity of acceptances

If payment is not received in full by 11.00 a.m. on 10 July 2018, whether from the original allottee or any other person in whose favour the rights have been renounced, the provisional allotment will, subject to the below, be deemed to have been declined and will lapse. However, the Company and the Banks may elect, but shall not be obliged, to treat as valid: (i) Provisional Allotment Letters and accompanying remittances for the full amount due which are received through the post prior to 11.00 a.m. on 11 July 2018 if the cover bears a legible postmark of no later than 11.00 a.m. on 10 July 2018; and (ii) applications in respect of which remittances for the full amount due are received prior to 11.00 a.m. on 10 July 2018 from an authorised person (as defined in FSMA) specifying the number of New Ordinary Shares to be acquired and an undertaking by that person to lodge the relevant Provisional Allotment Letter, duly completed, in due course.

The Company and the Banks may also (in their absolute discretion) treat a Provisional Allotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney (where required).

The Company reserves the right to treat as invalid any acceptance or purported acceptance of the New Ordinary Shares that appears to the Company (having consulted with the Banks) or its agents to have been executed in, despatched from or that provides an address for delivery of definitive share certificates for New Ordinary Shares in the United States or any of the other Excluded Territories.

A Qualifying Non-CREST Shareholder who makes a valid acceptance and payment in accordance with this Section is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles.

4.3 Money Laundering Regulations

To ensure compliance with the Money Laundering Regulations, the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf a Provisional Allotment Letter is lodged with payment (which requirements are referred to below as the 'verification of identity requirements'). If an application is made by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Provisional

Allotment Letter. The person lodging the Provisional Allotment Letter with payment (the 'applicant'), including any person who appears to the Receiving Agent to be acting on behalf of some other person, shall thereby be deemed to agree to provide the Receiving Agent and/or the Company with such information and other evidence as the Receiving Agent may require to satisfy the verification of identity requirements. Submission of a Provisional Allotment Letter will constitute a warranty that the Money Laundering Regulations will not be breached by the acceptance of the remittance and an undertaking by the applicant to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent and/or the Company as being required for the purpose of the Money Laundering Regulations.

If the Receiving Agent determines that the verification of identity requirements apply to any applicant or application, the relevant New Ordinary Shares (notwithstanding any other term of the Rights Issue) will not be issued to the relevant applicant unless and until the verification of identity requirements have been satisfied in respect of that applicant or application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and none of the Receiving Agent, the Company nor the Banks will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays and potential rejection of an application. If, within a reasonable period of time following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, with the agreement of the Banks, treat the relevant application as invalid, in which event the application monies will be returned (at the applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn, or, as applicable, the relevant account of the bank or building society from which the relevant funds were debited.

The verification of identity requirements will not usually apply if:

(a) the applicant is a regulated UK broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;
(b) the applicant is an organisation required to comply with the EU Money Laundering Directive 2005/60/EC of the European Parliament and of the EC Council of 26 October 2005;
(c) the applicant (not being an applicant who delivers his or her application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; and/or
(d) the aggregate price for taking up the relevant New Ordinary Shares is less than €15,000 (approximately £13,500).

Where the verification of identity requirements apply, satisfaction of these requirements may be facilitated in the following ways:

(a) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or banker's draft, by the building society or bank endorsing on the cheque or draft the applicant's name and the number of an account held in the applicant's name at such building society or bank, such endorsement being validated by a stamp and an authorised signature; or
(b) if a Provisional Allotment Letter is lodged with payment by an agent which is an organisation of the kind referred to in sub-paragraph (a) above or which is subject to anti-money laundering regulations in a country which is a member of the Financial Action Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada, Hong Kong, Iceland, India, Japan, Republic of Korea, Malaysia, Mexico, New Zealand, Norway, the Russian Federation, Singapore, South Africa, Switzerland, Turkey and the United States), the agent should provide with the Provisional Allotment Letter(s) written confirmation that it has that status and written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Receiving Agent, the Company and/or any relevant regulatory or investigatory authority; or
(c) if a Provisional Allotment Letter is lodged by hand by the applicant in person, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and evidence of his or her address (for example, a utility bill).

To confirm the acceptability of any written assurance referred to above, or in any other case, the applicant should contact the Shareholder Helpline on 0333 207 6394 from within the United Kingdom or +44 121 415 0968 if calling from outside the United Kingdom.

4.4 Dealings in Nil Paid Rights and Fully Paid Rights

(a) Dealings in Nil Paid Rights

Assuming the Rights Issue becomes unconditional, dealings on the London Stock Exchange in the Nil Paid Rights are expected to commence as soon as practicable after 8.00 a.m. on 26 June 2018. A transfer of Nil Paid Rights can be made by renunciation of the Provisional Allotment Letter in accordance with the instructions printed on it and delivery of the Provisional Allotment Letter to the transferee or to a stockbroker, bank or other appropriate financial adviser. The latest time and date for registration of renunciation of Provisional Allotment Letters, nil paid, is expected to be 11.00 a.m. on 10 July 2018.

(b) Dealings in Fully Paid Rights

After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document and the Provisional Allotment Letter, the Fully Paid Rights may be transferred by renunciation of the relevant fully paid Provisional Allotment Letter and lodging of the same, by post to Equiniti Limited, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to be received as soon as possible and not later than 11.00 a.m. on 10 July 2018. To do this, Qualifying Non-CREST Shareholders will need to have their fully paid Provisional Allotment Letter returned to them after the acceptance has been effected by the Receiving Agent. However, fully paid Provisional Allotment Letters will not be returned to Qualifying Non-CREST Shareholders unless their return is requested by ticking Box 4 in Form X on page 4 of the Provisional Allotment Letter.

After 10 July 2018, the New Ordinary Shares will be in registered form and transferable in the usual way.

4.5 Renunciation and splitting of Provisional Allotment Letters

If a Qualifying Non-CREST Shareholder wishes to transfer all (and not some only) of his, her or its Nil Paid Rights represented by a Provisional Allotment Letter or, after acceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in a Provisional Allotment Letter, he, she or it may (save as required by the laws of certain overseas jurisdictions) renounce such allotment by completing and signing Form X on page 4 of the Provisional Allotment Letter (if it is not already marked "Original Duly Renounced") and passing the entire Provisional Allotment Letter to their stockbroker, bank or other appropriate financial adviser or to the transferee. Once a Provisional Allotment Letter has been renounced, it will become a negotiable instrument in bearer form and the Nil Paid Rights or Fully Paid Rights (as appropriate) comprised in such Provisional Allotment Letter may be transferred by delivery of such Provisional Allotment Letter to the transferee. The transferee may then register the transfer by completing Form Y on page 4 of the Provisional Allotment Letter and delivering the Provisional Allotment Letter together, in the case of a transferee of Nil Paid Rights, with a cheque or banker's draft for the full amount payable on acceptance to Equiniti Limited, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The latest time and date for registration of renunciation fully paid is 11.00 a.m. on 10 July 2018, unless otherwise announced by the Company.

Alternatively, if a Qualifying Non-CREST Shareholder wishes to take up some, but not all, of the rights to the New Ordinary Shares registered in his, her or its name and wishes to sell some or all of those rights which he, she or it does not want to take up, he, she or it may have the Provisional Allotment Letter split, for which purpose he, she or it must sign and date Form X on page 4 of the Provisional Allotment Letter. The Provisional Allotment Letter and covering letter must then be delivered by post, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA so as to be received as soon as possible but not later than 3.00 p.m. on 6 July 2018, to be cancelled and exchanged for the split

Provisional Allotment Letters required. The number of split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to be comprised in each split Provisional Allotment Letter should be stated in an accompanying letter. The aggregate of the Nil Paid Rights or (if appropriate) Fully Paid Rights stated in the letter must be equal to the number of New Ordinary Shares provisionally allotted to such holder as stated in Box 2 on page 1 of the original Provisional Allotment Letter. Form X on page 4 of split Provisional Allotment Letters will be marked "Original Duly Renounced" before issue. Any split Provisional Allotment Letters representing the New Ordinary Shares which a holder wishes to accept should be delivered together with the cheque or banker's draft in Pounds Sterling for the appropriate amount, in either case made payable to "Equiniti Limited Re: ITE Group plc Rights Issue" and crossed "A/C payee only" by post, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA so as to be received by 11.00 a.m. on 10 July 2018, the latest time and date for acceptance (unless otherwise announced by the Company). Please allow sufficient time for delivery. Any split Provisional Allotment Letters representing New Ordinary Shares which a holder does not wish to take up should be delivered to the renouncee(s) or the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the renouncee.

Alternatively, if a Qualifying Non-CREST Shareholder wishes to take up some of their Nil Paid Rights, without selling or transferring the remainder, he, she or it should complete Form X on the original Provisional Allotment Letter and return it by post to Equiniti Limited, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, together with a covering letter confirming the number of Nil Paid Rights to be taken up and a cheque or banker's draft in Pounds Sterling made payable to "Equiniti Limited re: ITE Group plc Rights Issue" and crossed "A/C payee only" and with the Allotment Number, which appears on page 1 of the Provisional Allotment Letter, written on the reverse of the cheque or banker's draft to pay for this number of New Ordinary Shares. In this case, the Provisional Allotment Letter and cheque or banker's draft must be received by the Receiving Agent by 3.00 p.m. on 6 July 2018, being the last date and time for splitting Nil Paid Rights. Please allow sufficient time for delivery.

Payments of fractions of a penny must be rounded up to the nearest whole penny.

The Company (having consulted with the Banks) reserves the right to refuse to register any renunciation in favour of any person in respect of which the Company believes such renunciation may violate applicable legal or regulatory requirements including (without limitation) any renunciation in the name of any person with an address outside the United Kingdom.

4.6 Registration in names of Qualifying Non-CREST Shareholders

A Qualifying Non-CREST Shareholder who wishes to have all the New Ordinary Shares to which he, she or it is entitled registered in his, her or its name must accept and make payment for such allotment in accordance with the provisions set out in this document and the Provisional Allotment Letter, but need take no further action. A share certificate is expected to be sent to such Qualifying Non-CREST Shareholders by no later than 20 July 2018.

4.7 Registration in names of persons other than Qualifying Non-CREST Shareholders originally entitled

To register Fully Paid Rights in certificated form in the name of someone other than the Qualifying Shareholder(s) originally entitled, provided that neither the Qualifying Shareholder nor any renouncee has a registered address, or is resident or located, in, subject to certain exceptions in the Excluded Territories, the renouncee or his, her or its agent(s) must complete Form Y on page 4 of the Provisional Allotment Letter (unless the renouncee is a CREST Member who wishes to hold such New Ordinary Shares in uncertificated form, in which case Form X and the CREST Deposit Form (both on page 4 of the Provisional Allotment Letter) must be completed—see Section 5 of this Part IX) and lodge the entire Provisional Allotment Letter, when fully paid, by post, or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA, so as to be received as soon as possible and not later than 11.00 a.m. on 10 July 2018. Registration of renunciation cannot be effected unless and until the New Ordinary Shares comprised in a Provisional Allotment Letter are fully paid. Please allow sufficient time for delivery.

The New Ordinary Shares comprised in several Provisional Allotment Letters (duly renounced where applicable) may be registered in the name of one holder (or joint holders). To consolidate the rights attached to two or more Provisional Allotment Letters, Form Y on page 4 of the Provisional Allotment Letter must be completed on one Provisional Allotment Letter (the 'Principal Letter') and all the Provisional Allotment Letters must be delivered in one batch. The allotment number of each Provisional Allotment Letter (including the Principal Letter) should be listed in an attached letter and the allotment number of the Principal Letter should be entered in the space provided in each of the other Provisional Allotment Letters.

4.8 Deposit of Nil Paid Rights or Fully Paid Rights into CREST

The Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter may be converted into uncertificated form, that is, deposited into CREST (whether such conversion arises as a result of a renunciation of those rights or otherwise). Similarly, Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is, withdrawn from CREST. Subject as provided in the following paragraph or in the Provisional Allotment Letter, normal CREST procedures and timings apply in relation to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures.

The procedure for depositing the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter into CREST, whether such rights are to be converted into uncertificated form in the name(s) of the person(s) whose name(s) and address(es) appear on pages 1 and 4 of the Provisional Allotment Letter or in the name of a person or persons to whom the Provisional Allotment Letter has been renounced, is as follows: Form X and the CREST Deposit Form (both on page 4 of the Provisional Allotment Letter) will need to be completed and the Provisional Allotment Letter deposited with the CREST Courier and Sorting Service ("CCSS"). In addition, the normal CREST Stock Deposit procedures will need to be carried out, except that (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS and (b) only the whole of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be deposited into CREST. If you wish to deposit some only of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter into CREST, you must first apply for split Provisional Allotment Letters—see Section 4.5 of this Part IX for details on how to do this. If the rights represented by more than one Provisional Allotment Letter are to be deposited, the CREST Deposit Form on each Provisional Allotment Letter must be completed and deposited. A 'Consolidation Listing Form' must not be used.

A holder of the Nil Paid Rights (or, if appropriate, the Fully Paid Rights) represented by a Provisional Allotment Letter who is proposing to convert those rights into uncertificated form (whether following a renunciation of such rights or otherwise) is recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Nil Paid Rights (or, if appropriate, the Fully Paid Rights) in CREST following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 10 July 2018. In particular, having regard to processing times in CREST and on the part of the Receiving Agent, the latest recommended time for depositing a renounced Provisional Allotment Letter (with Form X and the CREST Deposit Form on page 4 of the Provisional Allotment Letter duly completed), with the CCSS (to enable the person acquiring the Nil Paid Rights (or, if appropriate, the Fully Paid Rights) in CREST as a result of the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 10 July 2018) is 3.00 p.m. on 5 July 2018.

When Form X and the CREST Deposit Form (both on page 4 of the Provisional Allotment Letter) have been completed, the title to the Nil Paid Rights or the Fully Paid Rights represented by the Provisional Allotment Letter will cease forthwith to be renounceable or transferable by delivery and, for the avoidance of doubt, any entries in Form Y on page 4 of the Provisional Allotment Letter will not be recognised or acted upon by the Receiving Agent. All renunciations or transfers of the Nil Paid Rights or Fully Paid Rights must be effected through the means of the CREST system once such rights have been deposited into CREST.

CREST Sponsored Members should contact their CREST Sponsors as only their CREST Sponsors will be able to take the necessary actions to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST Sponsored Members.

4.9 Issue of share certificates in respect of the New Ordinary Shares

Definitive share certificates in respect of the New Ordinary Shares to be held in certificated form are expected to be despatched by post by 20 July 2018, at the risk of persons entitled thereto, to Qualifying Non-CREST Shareholders, or their transferees who hold Fully Paid Rights in certificated form, or in the case of joint holdings, to the first-named Shareholders, at their registered address (unless lodging agent details have been completed on page 4 of the Provisional Allotment Letter). After despatch of definitive share certificates, Provisional Allotment Letters will cease to be valid for any purpose whatsoever. Pending despatch of definitive share certificates, instruments of transfer of the New Ordinary Shares will be certified by the Registrar against the register.

5. Action to be taken by Qualifying CREST Shareholders in relation to Nil Paid Rights or Fully Paid Rights in CREST

5.1 General

Except for Shareholders in, subject to certain exceptions, the United States or any of the other Excluded Territories, and subject as provided in Section 8 of this Part IX in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder is expected to receive a credit to his, her or its CREST stock account of his, her or its entitlement to Nil Paid Rights as soon as practicable after 8.00 a.m. on 26 June 2018. The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Nil Paid Rights are provisionally allotted.

The maximum number of New Ordinary Shares that a Qualifying CREST Shareholder may take up is that which has been provisionally allotted to that Qualifying CREST Shareholder and for which he, she or it receives a credit of entitlement into his, her or its stock account in CREST. The minimum number of New Ordinary Shares a Qualifying CREST Shareholder may take up is one.

The Nil Paid Rights constitute a separate security for the purposes of CREST and can accordingly be transferred, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST.

If for any reason it is impracticable to credit the stock accounts of Qualifying CREST Shareholders or to enable the Nil Paid Rights, Provisional Allotment Letters shall, unless the Company and the Banks agree otherwise, be sent out in substitution for the Nil Paid Rights which have not been so credited or enabled and the expected timetable as set out in this document may, with the consent of the Banks, be adjusted as appropriate. References to dates and times in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates but Qualifying CREST Shareholders may not receive any further written communication.

CREST Members who wish to take up all or part of their entitlements in respect of, or otherwise to transfer all or part of, their Nil Paid Rights or Fully Paid Rights held by them in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST Sponsored Member, you should consult your CREST Sponsor if you wish to take up your entitlement as only your CREST Sponsor will be able to take the necessary action to take up your entitlement or otherwise to deal with your Nil Paid Rights or Fully Paid Rights.

5.2 Procedure for acceptance and payment

(a) MTM instructions

CREST Members who wish to take up all or part of their entitlement in respect of Nil Paid Rights in CREST must send (or, if they are CREST Sponsored Members, procure that their CREST Sponsor sends) an MTM instruction to Euroclear which, on its settlement, will have the following effect:

(i) the crediting of a stock account of the Receiving Agent under the participant ID and member account ID specified below, with the number of Nil Paid Rights to be taken up;

(ii) the creation of a settlement bank payment obligation (as this term is defined in the CREST Manual), in accordance with the RTGS payment mechanism (as this term is defined in the CREST Manual), in favour of the RTGS settlement bank of the Receiving Agent in respect of the full amount payable on acceptance in respect of the Nil Paid Rights referred to in sub-paragraph (i) above; and

(iii) the crediting of a stock account of the accepting CREST Member or CREST Sponsored Member (being an account under the same participant ID and member account ID as the account from which the Nil Paid Rights are to be debited on settlement of the MTM instruction) of the corresponding number of Fully Paid Rights to which the CREST Member is entitled on taking up his Nil Paid Rights referred to in sub-paragraph (i) above.

Payments of fractions of a penny must be rounded up to the nearest whole penny.

(b) Contents of MTM instructions

The MTM instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

(i) the number of Nil Paid Rights to which the acceptance relates;

(ii) the participant ID of the accepting CREST Member;

(iii) the member account ID of the accepting CREST Member from which the Nil Paid Rights are to be debited;

(iv) the participant ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is 2RA86;

(v) the member account ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is RA290501;

(vi) the number of Fully Paid Rights that the CREST Member is expecting to receive on settlement of the MTM instruction. This must be the same as the number of Nil Paid Rights to which the acceptance relates;

(vii) the amount payable by means of the CREST assured payment arrangements on settlement of the MTM instruction. This must be the full amount payable on acceptance in respect of the number of Nil Paid Rights to which the acceptance relates. Payments of fractions of a penny must be rounded up to the nearest whole penny;

(viii) the intended settlement date (which must be on or before 11.00 a.m. on 10 July 2018);

(ix) the ISIN for Nil Paid Rights, which is GB00BF50PS23;

(x) the ISIN for Fully Paid Rights, which is GB00BZ18VH17;

(xi) the Corporate Action Number for the Rights Issue. This will be available by viewing the relevant corporate action details in CREST;

(xii) a contact name and telephone number (in the free format shared note field); and

(xiii) a priority of at least 80.

(c) Valid acceptance

An MTM instruction complying with each of the requirements as to authentication and contents set out in Section 5.2(b) of this Part IX will constitute a valid acceptance where either:

(i) the MTM instruction settles by not later than 11.00 a.m. on 10 July 2018; or

(ii) at the discretion of the Company and the Banks: (i) the MTM instruction is received by Euroclear by not later than 11.00 a.m. on 10 July 2018; (ii) the number of Nil Paid Rights inserted in the MTM instruction is credited to the CREST stock member account of the accepting CREST Member specified in the MTM instruction at 11.00 a.m. on 10 July 2018; and (iii) the relevant MTM instruction settles by 2.00 p.m. on 10 July 2018 (or such later time and date as the Company has determined).

An MTM instruction will be treated as having been received by Euroclear for these purposes at the time at which the instruction is processed by the Network Provider's Communications Host (as this term is defined in the CREST Manual) at Euroclear of the network provider used by the CREST Member (or by the CREST Sponsored Member's CREST Sponsor). This will be conclusively determined by the input time stamp applied to the MTM instruction by the Network Provider's Communications Host.

(d) Representations, warranties and undertakings of CREST Members

A CREST Member or CREST Sponsored Member who makes a valid acceptance in accordance with this Section 5.2 of this Part IX, warrants and undertakes to the Company and the Banks that he, she or it has taken (or procured to be taken), and will take (or will procure to be taken), whatever action is required to be taken by him, her or it or by his, her or its CREST Sponsor (as appropriate) to ensure that the MTM instruction concerned is capable of settlement at 11.00 a.m. on 10 July 2018 and remains capable of settlement at all times after that until 2.00 p.m. on 10 July 2018 (or until such later time and date as the Company and the Banks may determine). In particular, the CREST Member or CREST Sponsored Member represents, warrants and undertakes that at 11.00 a.m. on 10 July 2018 and at all times thereafter until 2.00 p.m. on 10 July 2018 (or until such later time and date as the Company and the Banks may determine) there will be sufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account to be debited with the amount payable on acceptance to permit the MTM instruction to settle. CREST Sponsored Members should contact their CREST Sponsor if they are in any doubt.

If there is insufficient Headroom within the Cap in respect of the cash memorandum account of a CREST Member or CREST Sponsored Member for such amount to be debited or the CREST Member's or CREST Sponsored Member's acceptance is otherwise treated as invalid and New Ordinary Shares have already been allotted to such CREST Member or CREST Sponsored Member, the Company and the Banks may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST Member or CREST Sponsored Member and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that they have suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by the CREST Member or CREST Sponsored Member pursuant to the provisions of this Part IX in respect of the acquisition of such shares) on behalf of such CREST Member or CREST Sponsored Member. None of the Company, the Banks nor any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such CREST Member or CREST Sponsored Member as a result.

(e) CREST procedures and timings

CREST Members and CREST Sponsors (on behalf of CREST Sponsored Members) should note that Euroclear does not make available special procedures in CREST for any particular corporate action.

Normal system timings and limitations will therefore apply in relation to the input of an MTM instruction and its settlement in connection with the Rights Issue. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST Sponsored Member, to procure that his CREST Sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 11.00 a.m. on 10 July 2018. In this regard, CREST Members and (where applicable) CREST Sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(f) CREST Member's undertaking to pay

A CREST Member or CREST Sponsored Member who makes a valid acceptance in accordance with the procedures set out in this Section 5 of this Part IX:

(i) undertakes to pay to the Receiving Agent, or procure the payment to the Receiving Agent of, the amount payable in Pounds Sterling on acceptance in accordance with the above procedures or in such other manner as the Receiving Agent may require (it being

acknowledged that, where payment is made by means of the RTGS payment mechanism (as defined in the CREST Manual) the creation of a RTGS settlement bank payment obligation in Pounds Sterling in favour of the Receiving Agent's RTGS settlement bank (as defined in the CREST Manual), in accordance with the RTGS payment mechanism shall, to the extent of the obligation so created, discharge in full the obligation of the CREST Member (or CREST Sponsored Member) to pay to the Receiving Agent the amount payable on acceptance); and

(ii) requests that the Fully Paid Rights and/or New Ordinary Shares, to which they will become entitled, be issued to them on the terms set out in this document and subject to the Memorandum and Articles. Such payment will be held by the Receiving Agent in accordance with the terms of Section 4.2(d) of this Part IX.

If the payment obligations of the relevant CREST Member in relation to such New Ordinary Shares are not discharged in full and such New Ordinary Shares have already been allotted to the CREST Member or CREST Sponsored Member, the Company and the Banks may (in their absolute discretion as to the manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST Member or CREST Sponsored Member and hold the proceeds of sale (net of expenses including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and all amounts payable by the CREST Member or CREST Sponsored Member pursuant to the provisions of this Part IX in respect of the acquisition of such shares) or an amount equal to the original payment of the CREST Member or CREST Sponsored Member (whichever is lower) on trust for such CREST Member or CREST Sponsored Member. In these circumstances, none of the Company, the Banks or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by any CREST Member or CREST Sponsored Member as a result.

(g) Discretion as to rejection and validity of acceptances

The Company and the Banks may (in their absolute discretion):

(i) reject any acceptance constituted by an MTM instruction, which is otherwise valid, in the event of breach of any of the representations, warranties and undertakings set out or referred to in this Section 5 of this Part IX. Where an acceptance is made as described in this Section 5 of this Part IX which is otherwise valid, and the MTM instruction concerned fails to settle by 2.00 p.m. on 10 July 2018 (or by such later time and date as the Company and the Banks may determine), the Company and the Banks shall be entitled to assume, for the purposes of their right to reject an acceptance as described in this Section 5 of this Part IX, that there has been a breach of the representations, warranties and undertakings set out or referred to in this Section 5 of this Part IX;

(ii) treat as valid (and binding on the CREST Member or CREST Sponsored Member concerned) an acceptance which does not comply in all respects with the requirements as to validity set out or referred to in this Section 5 of this Part IX;

(iii) accept an alternative properly authenticated dematerialised instruction from a CREST Member or (where applicable) a CREST Sponsor as constituting a valid acceptance in substitution for, or in addition to, an MTM instruction and subject to such further terms and conditions as the Company and the Banks may determine;

(iv) treat a properly authenticated dematerialised instruction (in this sub-paragraph, the 'first instruction') as not constituting a valid acceptance if, at the time at which the Receiving Agent receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or the Receiving Agent has received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and

(v) accept an alternative instruction or notification from a CREST Member or (where applicable) a CREST Sponsor, or extend the time for acceptance and/or settlement of an MTM instruction or any alternative instruction or notification if, for reasons or due to circumstances outside the control of any CREST Member or CREST Sponsored Member or (where

applicable) CREST Sponsor, the CREST Member or CREST Sponsored Member is unable validly to take up all or part of his Nil Paid Rights by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of facilities and/or systems operated by the Receiving Agent in connection with CREST.

5.3 Money Laundering Regulations

If you hold your Nil Paid Rights in CREST and apply to take up all or part of your entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then, irrespective of the value of the application, the Receiving Agent is required to take reasonable measures to establish the identity of the person or persons (or the ultimate controller of such person or persons) on whose behalf you are making the application. You must therefore contact the Receiving Agent before sending any MTM instruction or other instruction so that appropriate measures may be taken.

Submission of an MTM instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to the Receiving Agent any information the Receiving Agent may specify as being required for the purposes of the Money Laundering Regulations or FSMA. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent, having consulted with the Company and the Banks, may take, or omit to take, such action as it may determine to prevent or delay settlement of the MTM instruction. If satisfactory evidence of identity has not been provided within a reasonable time, then the Receiving Agent will not permit the MTM instruction concerned to proceed to settlement but without prejudice to the right of the Company and/or the Banks to take proceedings to recover any loss suffered by it/them as a result of failure by the applicant to provide satisfactory evidence.

5.4 Dealings in Nil Paid Rights in CREST

Assuming the Rights Issue becomes unconditional, dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence at 8.00 a.m. on 26 June 2018. A transfer (in whole or part) of Nil Paid Rights can be made by means of CREST in the same manner as any other security that is admitted to CREST. The Nil Paid Rights are expected to be disabled in CREST after the close of CREST business on 10 July 2018.

5.5 Dealings in Fully Paid Rights in CREST

After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document, the Fully Paid Rights may be transferred (in whole or in part) by means of CREST in the same manner as any other security that is admitted to CREST. The last time for settlement of any transfer of Fully Paid Rights in CREST is expected to be 11.00 a.m. on 10 July 2018. The Fully Paid Rights are expected to be disabled in CREST after the close of CREST business on 10 July 2018.

After 10 July 2018, the New Ordinary Shares will be registered in the name(s) of the person(s) entitled to them in the Company's register of members and will be transferable by means of CREST in the usual way.

5.6 Withdrawal of Nil Paid Rights or Fully Paid Rights from CREST

Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is, withdrawn from CREST. Normal CREST procedures (including timings) apply in relation to any such conversion.

The recommended latest time for receipt by Euroclear of a properly authenticated dematerialised instruction requesting withdrawal of Nil Paid Rights or, if appropriate, Fully Paid Rights, from CREST is 4.30 p.m. on 4 July 2018, so as to enable the person acquiring or (as appropriate) holding the Nil Paid Rights or, if appropriate, Fully Paid Rights, following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 10 July 2018. It is recommended that you refer to the CREST Manual for details of such procedures.

5.7 Issue of New Ordinary Shares in CREST

Fully Paid Rights in CREST are expected to be disabled in CREST after the close of CREST business on 10 July 2018 (the latest date for settlement of transfers of Fully Paid Rights in CREST). New Ordinary Shares will be issued in uncertificated form to those persons registered as holding Fully Paid Rights in CREST at the close of business on the date on which the Fully Paid Rights are disabled. The Receiving Agent will instruct Euroclear to credit the appropriate stock accounts of those persons (under the same participant ID and member account ID that applied to the Fully Paid Rights held by those persons) with their entitlements to New Ordinary Shares with effect as soon as possible after 8.00 a.m. from the next Business Day (expected to be 11 July 2018).

5.8 Right to allot/issue in certificated form

Notwithstanding any other provision of this document, the Company reserves the right to allot and to issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised by the Company in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or of a part of the facilities and/or systems operated by the Receiving Agent in connection with CREST or otherwise if it has first obtained the Banks' written consent

Procedure in respect of New Ordinary Shares not taken up and withdrawal rights

6.1 Procedure in respect of New Ordinary Shares not taken up

If an entitlement to New Ordinary Shares is not validly taken up in accordance with the procedure laid down for acceptance and payment, then that provisional allotment shall be deemed to have been declined and will lapse. On, and subject to, the terms and conditions of the Underwriting Agreement, the Banks (as agents for and on behalf of the Company) have agreed to severally (and not jointly or jointly and severally) use reasonable endeavours to procure, by no later than 5.00 pm on the second Dealing Day after the last day for acceptance under the Rights Issue, subscribers for all (or as many as possible) of those New Ordinary Shares not taken up if a price per New Ordinary Share at least equal to the aggregate of: (a) the Issue Price (in Pounds Sterling); and (b) the expenses of procuring such acquirers, including any applicable brokerage and commissions and any amounts in respect of value added tax, can be obtained.

New Ordinary Shares for which subscribers are procured on this basis will be re-allotted to such subscribers and the aggregate of any premiums (being the amount paid by such subscribers after deducting: (a) the Issue Price (in Pounds Sterling); and (b) the expenses of procuring such acquirers, including any applicable brokerage and commissions and any amounts in respect of value added tax, if any, will be paid (without interest) to those persons entitled to lapsed provisional allotments as set out below pro rata to the relevant lapsed provisional allotments:

(a) where the Nil Paid Rights were, at the time they lapsed, represented by a Provisional Allotment Letter, to the person whose name and address appeared on page 1 of the Provisional Allotment Letter (unless that person is covered by sub-paragraph (c) below);

(b) where the Nil Paid Rights were, at the time they lapsed, in uncertificated form, to the person registered as the holder of those Nil Paid Rights at the time of their disablement in CREST (unless that person is covered by sub-paragraph (c) below); and

(c) where an entitlement to New Ordinary Shares was not taken up by an Overseas Shareholder with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories, to that Overseas Shareholder,

save that no payment will be made of individual amounts of less than £5.00 (five Pounds Sterling), which amounts will be aggregated and will accrue to the benefit of the Company.

Notwithstanding the above, the Banks may cease to endeavour to procure any such subscribers if, in the opinion of the Banks, it is unlikely that any such subscribers can be so procured at such a price by such time. If and to the extent that subscribers cannot be procured on the basis outlined above, the relevant New Ordinary Shares not taken up will be subscribed by the Banks as principals pursuant to the Underwriting Agreement or by sub-underwriters, if any, procured by the Banks, in each case, at the Issue Price (in Pounds Sterling) on, and subject to, the terms and conditions of the Underwriting Agreement,

Any transactions undertaken pursuant to this Section 6 of this Part IX shall be deemed to have been undertaken at the request of the persons entitled to the lapsed provisional allotments and none of the Company, the Banks or any other person procuring subscribers shall be responsible or have any liability whatsoever for any loss or damage (whether actual or alleged) arising from the terms of or timing of any such acquisition, the market on which such transaction is carried out, any decision not to endeavour to procure subscribers or the failure to procure subscribers on the basis described above. The Banks will be entitled to retain any brokerage fees, commission or other benefits realised in connection with these arrangements. Cheques for the amounts due (if any) to persons entitled to lapsed provisional allotments will be sent in Pounds Sterling to Shareholders, by ordinary post, at the risk of the person(s) entitled, to their registered addresses (in the case of joint holders, to the registered address of the first named), provided that where any entitlement concerned was held in CREST, the amount due will be satisfied by the Company procuring the creation of an assured payment obligation in favour of the relevant CREST Member's (or CREST Sponsored Member's) RTGS settlement bank in respect of the cash amount concerned in accordance with the RTGS payment mechanism or in such other manner as the Company (in its absolute discretion) determines.

Shareholders will not be entitled to apply for New Ordinary Shares in excess of their entitlement.

6.2 Withdrawal rights

Persons wishing to exercise statutory withdrawal rights under section 87Q(4) of FSMA after a supplementary prospectus (if any) in respect of this document has been published by the Company, must do so by lodging in person or sending a signed written notice of withdrawal which must include the Allotment Number or Identifier set out on the cover page of the Provisional Allotment Letter, the full name and address of the person wishing to exercise such right of withdrawal and, if such person is a CREST Member, the participant ID and the member account ID of such CREST Member, to the Receiving Agent (for further details, Shareholders should contact the Shareholder Helpline on 0333 207 6394 (from inside the UK) or +44 121 415 0968 (from outside the UK)), so as to be received no later than two Business Days after the date on which the supplementary prospectus is published. Withdrawal is effective at the time of receipt of the withdrawal notice by the Receiving Agent, as applicable. Notice of withdrawal given by any other means or which is deposited with or received by the Receiving Agent after expiry of such period will not constitute a valid withdrawal. Furthermore, the exercise of withdrawal rights will not be permitted after payment by the relevant person in respect of their New Ordinary Shares in full and the allotment of the New Ordinary Shares to such person becoming unconditional. In such circumstances, Shareholders are advised to consult their professional advisers.

Provisional allotments of entitlements to New Ordinary Shares which are the subject of a valid withdrawal notice will be deemed to be declined. Such entitlements to New Ordinary Shares will be subject to the provisions of Section 6.1 above of this Part IX as if the entitlement had not been validly taken up.

Following the valid exercise of statutory withdrawal rights, application monies will be returned by post to relevant Qualifying Shareholders at their own risk and without interest either by first class post as a cheque to the address set out in the Provisional Allotment Letter or returned direct to the account of the bank or building society on which the relevant cheque or banker's draft was drawn and/or the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment and/or the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as applicable within 14 days of such exercise of statutory withdrawal rights. Interest earned on such monies will be retained for the benefit of the Company.

7. Employee Share Schemes

Participants in the Employee Share Schemes will be advised separately of adjustments (if any) to their rights or as to any entitlement to participate in the Rights Issue.

8. Overseas Shareholders and selling and transfer restrictions

This document has been approved by the FCA, being the competent authority in the UK. It is expected that Qualifying Shareholders in each EEA state will be able to participate in the Rights Issue.

It is the responsibility of any person (including, without limitation, custodians, nominees and trustees) outside the UK wishing to take up rights under the Rights Issue to satisfy himself as to the full observance of the laws of any relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories.

The comments set out in this Section 8 of this Part IX are intended as a general guide only, and any Overseas Shareholder who is in doubt as to his, her or its position should consult his, her or its professional adviser without delay.

8.1 General

The offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons resident or located in, or who are citizens of, or who have a registered address in countries other than the United Kingdom may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to take up their rights.

This Section 8 of this Part IX sets out the restrictions applicable to Qualifying Shareholders who have registered addresses outside the United Kingdom, who are citizens of, or resident or located in, countries other than the United Kingdom, or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this document to a jurisdiction outside the United Kingdom or who hold Ordinary Shares for the account or benefit of any such person.

New Ordinary Shares will be provisionally allotted to all Qualifying Shareholders, including Overseas Shareholders. However, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights will not be credited to CREST accounts of, Overseas Shareholders with registered addresses in the United States or any of the other Excluded Territories, or to their agent or intermediary or to any depository in the United States or any of the other Excluded Territories, or to any Qualifying Shareholder who holds Existing Ordinary Shares through such a depository except where, in any of the foregoing cases, the Company and the Banks are satisfied that such action would not result in a contravention of any registration or other legal requirement in any such jurisdiction.

Having considered the circumstances, the Directors have formed the view that it is necessary or expedient to restrict the ability of Shareholders in the United States and the other Excluded Territories to take up their rights under the Rights Issue due to the time and costs involved in the registration of this document and/or compliance with the relevant local legal or regulatory requirements in those jurisdictions.

Receipt of this document and/or a Provisional Allotment Letter or the crediting of Nil Paid Rights to a stock account in CREST does not and will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this document and/or a Provisional Allotment Letter must be treated as sent for information only and should not be copied or redistributed. No person who has received or receives a copy of this document and/or a Provisional Allotment Letter and/or who receives a credit of Nil Paid Rights to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him, her or it, nor should he, she or it in any event use the Provisional Allotment Letter or deal with Nil Paid Rights or Fully Paid Rights in CREST, in the relevant territory, unless such an invitation or offer could lawfully be made to him, her or it or the Provisional Allotment Letter or Nil Paid Rights or Fully Paid Rights in CREST could lawfully be used or dealt with without contravention of any registration or other legal or regulatory requirements.

Accordingly, persons who have received a copy of this document or a Provisional Allotment Letter or whose stock account in CREST is credited with Nil Paid Rights or Fully Paid Rights should not, in connection with the Rights Issue, distribute or send the same in or into, or transfer Nil Paid Rights or Fully Paid Rights to any person in or into, the United States or any of the other Excluded Territories. If a Provisional Allotment Letter or a credit of Nil Paid Rights or Fully Paid Rights in CREST is received by any person in any such territory, or by his, her or its agent or nominee, he, she or it must not seek

to take up the rights referred to in the Provisional Allotment Letter or in this document or renounce the Provisional Allotment Letter or transfer the Nil Paid Rights or Fully Paid Rights in CREST unless the Company determines that such actions would not violate applicable legal or regulatory requirements.

Subject to Sections 8.2 and 8.4 of this Part IX, any person (including, without limitation, custodians, nominees, agents and trustees) outside the United Kingdom wishing to take up their rights under the Rights Issue must satisfy himself, herself or itself as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. The comments set out in this Section 8 of this Part IX are intended as a general guide only and any Qualifying Shareholder who is in any doubt as to his, her or its position should consult his, her or its professional adviser without delay.

Any person (including, without limitation, custodians, nominees and trustees) who does forward this document or a Provisional Allotment Letter in, into or from the United States or any of the other Excluded Territories (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this Section 8 of this Part IX.

The Company reserves the right to treat as invalid any exercise or purported exercise of Nil Paid Rights or any acceptance or purported acceptance of the offer of Fully Paid Rights or New Ordinary Shares and will not be bound to issue any New Ordinary Shares in respect of any acceptance or purported acceptance of the offer of New Ordinary Shares which:

(a) appears to the Company (having consulted with the Banks) or its agents to have been executed, effected or despatched from the United States or any of the Excluded Territories or otherwise in a manner which may involve a breach of the laws or regulations of any jurisdiction; or

(b) in the case of a Provisional Allotment Letter, provides an address for delivery of the share certificates in or, in the case of a credit of New Ordinary Shares in CREST, a CREST Member or CREST Sponsored Member whose registered address is in, the United States or any of the other Excluded Territories or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit or if the Company (having consulted with the Banks) or its agents believe that the same may violate applicable legal or regulatory requirements.

The attention of Overseas Shareholders with registered addresses in the United States or in any of the other Excluded Territories is drawn to Sections 8.2 to 8.5 of this Part IX.

Notwithstanding any other provision of this document or the Provisional Allotment Letter, the Company reserves the right to permit any Qualifying Shareholder to take up his, her or its rights if the Company in its sole and absolute discretion is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question. If the Company and the Banks are so satisfied, the Company will arrange for the relevant Qualifying Shareholder to be sent a Provisional Allotment Letter if he, she or it is a Qualifying Non-CREST Shareholder or, if he, she or it is a Qualifying CREST Shareholder, arrange for Nil Paid Rights to be credited to the relevant CREST stock account.

Those Shareholders who wish, and are permitted, to take up their entitlement should note that payments must be made as described in Sections 4.2 and 5.2 of this Part IX.

The provisions of Section 6.1 of this Part IX will apply to all Overseas Shareholders who do not, or are unable to, take up New Ordinary Shares provisionally allotted to them. Accordingly, such Overseas Shareholders will be treated as not having taken up their rights to New Ordinary Shares and the Banks will use their respective reasonable endeavours to procure, on behalf of such Overseas Shareholders, subscribers for the New Ordinary Shares in accordance with the terms of the Underwriting Agreement.

Specific restrictions relating to certain jurisdictions are set out below.

8.2 Offering restrictions relating to the United States

Subject to certain exceptions, this Prospectus and the Provisional Allotment Letters are intended for use only in connection with offers and sales of New Ordinary Shares outside the United States and are not to be sent or given to any person with a registered address, or who is resident or located, in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and Provisional Allotment Letters have not been and will not be registered under the US Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letter and the New Ordinary Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letter or the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Accordingly, the Company is not extending the Rights Issue into the United States unless an exemption from the registration requirements of the US Securities Act is available and, subject to certain exceptions, neither this document nor the Provisional Allotment Letters constitute or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States.

Subject to certain exceptions, neither this document nor a Provisional Allotment Letter will be sent to, and no Nil Paid Rights will be credited to, a stock account in CREST of any Shareholder with a registered address in the United States. Subject to certain exceptions, Provisional Allotment Letters or renunciations thereof sent from, or postmarked in, the United States will be deemed to be invalid and all persons acquiring New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration of the New Ordinary Shares issued upon exercise thereof outside the United States.

Subject to certain exceptions, any person who subscribes for or acquires New Ordinary Shares, Nil Paid Rights or Fully Paid Rights will be deemed to have warranted and agreed, by accessing this document or accepting delivery of the Provisional Allotment Letter and delivery of the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, that it is not, and that at the time of subscribing for or acquiring the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights it will not be, in the United States.

Subject to the sub-paragraph immediately below, the Company (having consulted with the Banks) reserves the right to treat as invalid any request relating to the exercise (or renunciation of rights or registration of the New Ordinary Shares comprised therein) that appears to the Company and the Banks to have been executed in or despatched from the United States, or that provides an address in the United States for the acceptance or renunciation of the Rights Issue, or which does not make a warranty to the effect that the person accepting and/or renouncing the Provisional Allotment: (a) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the New Ordinary Shares; (b) is not in the United States, nor is such person applying for the account of a person who is located in the United States; (c) is not in any of the other Excluded Territories; and (d) is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares in or into the United States, any other Excluded Territory, or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the New Ordinary Shares.

The Company will not treat as invalid any request relating to the exercise (or renunciation of rights or registration of the New Ordinary Shares comprised therein) falling within (b) in the preceding paragraph if: (i) the instruction to apply was received from a person outside the United States; and (ii) the person giving such instruction has confirmed that: (A) it has the authority to give such instruction; and either (B) has investment discretion over such account; or (C) is an investment manager or investment company that is applying for the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S.

The Company will not be bound to allot (on a non-provisional basis) or issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any person with an address in, or who is otherwise located in, the United States in whose favour a Provisional Allotment Letter or any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares may be transferred or renounced. In addition, the Company and the Banks reserve the right to reject any MTM instruction sent by or on behalf of any CREST Member or any instruction sent by or on behalf of any CCASS Participant with a registered address in the United States in respect of the Nil Paid Rights.

Notwithstanding the above, the Company reserves the right to make the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and Provisional Allotment Letter (together, the "Securities") available within the United States to institutional investors reasonably believed to be QIBs in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. Any such transactions shall be at the sole discretion of the Company and the Banks. Any person reasonably believed to be a QIB to whom Securities are offered and by whom Securities are acquired will be required to execute and deliver an investor representation letter provided by the Company via such person's custodian or nominee setting out certain restrictions and procedures regarding the Securities. The investor representation letter will require each QIB to represent and agree among other things: (i) it is a QIB; and (ii) it will only offer, sell, transfer, assign, pledge or otherwise dispose of the New Ordinary Shares in transactions exempt from or not subject to the registration requirements of the US Securities Act and in compliance with applicable securities laws.

Prospective investors are hereby notified that sellers of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may be relying on the exemption from the registration provisions under Section 5 of the US Securities Act provided by Rule 144A.

Any person in the United States who obtains a copy of this document or a Provisional Allotment Letter and who is not a QIB is required to disregard it.

Potential purchasers of the New Ordinary Shares in the United States are advised to consult legal counsel before making any offer for, resale or other transfer of, such New Ordinary Shares.

Until the expiration of the 40-day period after the commencement of the offering, any offer or sale of the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters within the United States by a dealer (whether or not it is participating in the Rights Issue) may violate the registration requirements of the US Securities Act.

Procedures for the exercise of the Nil Paid Rights and application for Fully Paid Rights by QIBs

QIBs may exercise the Nil Paid Rights and apply for the Fully Paid Rights by delivering a properly completed Provisional Allotment Letter to the Receiving Agent in accordance with the procedures set out in this Section 8 of this Part IX.

If such a person holds his Ordinary Shares through a bank, a broker or another financial intermediary, his financial intermediary should submit the Provisional Allotment Letter on his behalf.

Shareholders in the United States must complete and return to the Company, in accordance with the instructions of their custodian or nominee, an investor letter in the appropriate form as provided by their custodian or nominee who will have received a form of the investor letter and instructions from the Company. If such a person holds his, her or its Ordinary Shares through a bank, a broker or another financial intermediary, his, her or its financial intermediary should submit his, her or its investor letter on his behalf. The Company has the discretion to reject any investor letters which it believes are not substantially the same as the form of the investor letter provided to custodians or nominees of QIBs or otherwise acceptable.

The Company and the Receiving Agent have the discretion to refuse to accept any Provisional Allotment Letter that is incomplete, unexecuted, or not preceded or accompanied by an executed investor letter or any other required additional documentation.

The Company and the Receiving Agent have the discretion to refuse to accept any orders for Fully Paid Rights or New Ordinary Shares that are not preceded or accompanied by an executed investor letter or any other required additional documentation.

US transfer restrictions in respect of shares not taken up in the Rights Issue

Any person with a registered address, or who is resident or located, in the United States that subscribes for any New Ordinary Shares that were not taken up in the Rights Issue must meet certain requirements and will be deemed to have represented, acknowledged and agreed that it has received a copy of this document and such other information as it deems necessary to make an investment decision and to have further represented, acknowledged and agreed as follows (terms defined in Rule 144A or Regulation S shall have the same meaning in this section):

(a) It is a QIB and, if it is subscribing for or acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a QIB.

(b) It is aware, and each beneficial owner of the New Ordinary Shares has been advised, that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act, and that the offer and sale to it (or such beneficial owner) is being made in a transaction not involving a public offering that is exempt from registration under the US Securities Act.

(c) It is acquiring the New Ordinary Shares for its own account or for the account of a QIB as to which it has full investment discretion (and it has full power and authority to make, and does make, the acknowledgments, representations and agreements herein on behalf of each owner of such account), in each case for investment purposes and not with a view to, or for offer or sale in connection with, any distribution (within the meaning of the United States securities laws) thereof.

(d) It has made its own assessment concerning the relevant tax, legal and other economic considerations relevant to its investment in the New Ordinary Shares. It will base its investment decision solely on this document, including the information incorporated by reference herein. It acknowledges that none of the Company, any of its affiliates or any other person (including either of the Banks or any of their respective affiliates) has made any representations, express or implied, to it with respect to the Company, the Rights Issue, the New Ordinary Shares or the accuracy, completeness or adequacy of any financial or other information concerning the Company, the Rights Issue or the New Ordinary Shares, other than (in the case of the Company and its affiliates only) the information contained or incorporated by reference in this document. It acknowledges and agrees that it will not hold the Banks or any of their affiliates or any person acting on their behalf responsible or liable for any misstatements in or omissions from any publicly available information relating to the Company. It acknowledges that it has not relied on any investigation that the Banks or any person acting on their behalf may or may not have conducted, nor any information contained in any research reports prepared by the Banks or any of their respective affiliates, and it has relied solely on its own judgment, examination and due diligence of the Company, and the terms of the transaction, including the merits and risks involved, and not upon any view expressed by or information provided by, or on behalf of, the Banks or any of their affiliates. It acknowledges that it has read and agreed to the matters set forth under this Section 8 of this Part IX.

(e) It is aware that the New Ordinary Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act.

(f) It is aware that the New Ordinary Shares may not be deposited, and it agrees that it shall not deposit any New Ordinary Shares, into any unrestricted depository facility and that the New Ordinary Shares may not settle or trade, and it agrees that it shall not settle or trade such New Ordinary Shares, through the facilities of The Depository Trust Company or any other U.S. exchange or clearing system, unless at the time of deposit, settlement or trading such New Ordinary Shares are no longer "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act.

(g) It will not reoffer, resell, pledge or otherwise transfer the New Ordinary Shares except (i) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) to another QIB in compliance with Rule 144A; or (iii) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 or any other exemption from the registration requirements of the US Securities Act, subject to its delivery to the Company of an opinion of counsel (and of such other evidence that the Company may reasonably require) that such transfer or sale is in compliance with the US Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States. It understands that no representation has been made as to the availability of Rule 144 of the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the offer, resale, pledge or transfer of the securities. It will notify any person to whom it subsequently reoffers, resells, pledges or otherwise transfers the New Ordinary Shares of the foregoing restrictions on transfer.

(h) It understands, and each beneficial owner understands, that the Company does not intend to file a registration statement in respect of the New Ordinary Shares.

(i) It is an institution, and it, and each other QIB, if any, for whose account it is acquiring the New Ordinary Shares, in the normal course of business invests in or purchases securities similar to the New Ordinary Shares, (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the New Ordinary Shares, and (ii) has the financial stability to bear the economic risk of such investment in the New Ordinary Shares and adequate means for providing for current needs and possible contingencies. It agrees that it will not look to either of the Banks or any of their affiliates for all or part of any loss it may suffer.

(j) It is not acquiring the New Ordinary Shares as a result of any general solicitation or general advertising (within the meaning of Regulation D under the US Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over the radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or directed selling efforts (as that term is defined in Regulation S).

(k) It acknowledges that, to the extent any New Ordinary Shares are delivered in certificated form, the certificate delivered in respect of such New Ordinary Shares will bear a legend substantially to the following effect for so long as the securities are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN AND IN COMPLIANCE WITH RULE 144A; OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE 144 OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, SUBJECT TO DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (AND OF SUCH OTHER EVIDENCE THAT THE COMPANY MAY REASONABLY REQUIRE) THAT SUCH TRANSFER OR SALE IS IN COMPLIANCE WITH THE US SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE US SECURITIES ACT FOR RESALES OF THE SHARES REPRESENTED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

(l) It acknowledges and agrees that the Company shall not have any obligation to recognise any offer, resale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described in this section and that the Company may make notations on

its records or give instructions to any transfer agent of the New Ordinary Shares in order to implement such restrictions.

(m) It acknowledges and agrees that the Company, its affiliates, the Banks, their respective affiliates, the Registrar and others will rely upon the truth and accuracy of the foregoing warranties, acknowledgements, representations and agreements. It agrees that if any of the representations, warranties, agreements and acknowledgements deemed to be made cease to be accurate, it shall promptly notify the Company and the Banks.

8.3 Excluded territories

Due to restrictions under the securities laws of the Excluded Territories, and subject to certain exceptions, no Provisional Allotment Letters will be sent to, and no Nil Paid Rights or Fully Paid Rights will be credited to, a stock account in CREST of, persons with registered addresses, or who are resident or located, in the Excluded Territories and the Nil Paid Rights to which they are entitled will be sold if possible in accordance with the provisions of Section 6 of this Part IX. Subject to certain exceptions, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be transferred or sold to, or renounced or delivered in, the Excluded Territories. No offer of New Ordinary Shares is being made by virtue of this document or the Provisional Allotment Letters in to the Excluded Territories. The offer by way of Nil Paid Rights and Fully Paid Rights will be made to such Shareholders by means of the notice in the London Gazette referred to in Section 8.6 of this Part IX. The notice in the London Gazette will state where a Provisional Allotment Letter may be inspected or obtained. Any person with a registered address, or who is resident or located, in any of the Excluded Territories who obtains a copy of this document or a Provisional Allotment Letter is required to disregard them, except with the consent of the Company.

8.4 Other overseas territories

Provisional Allotment Letters will be posted to Qualifying Non-CREST Shareholders (other than, subject to certain limited exceptions, those Qualifying Non-CREST Shareholders who have registered addresses in the Excluded Territories) and Nil Paid Rights have been and, where relevant, will be credited to the CREST stock accounts of Qualifying CREST Shareholders (other than, subject to certain limited exceptions, those Qualifying CREST Shareholders who have registered addresses in the Excluded Territories). Qualifying Shareholders in jurisdictions other than the Excluded Territories may, subject to the laws of their relevant jurisdiction, accept their rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter.

Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of countries other than the United Kingdom should consult their appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights (Shareholders only) or New Ordinary Shares.

If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professional adviser immediately.

8.5 Member States of the EEA (other than the UK)

In relation to each member state of the EEA, (except for the UK) (each, a "relevant member state"), with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state no New Ordinary Shares, Nil Paid Rights or Fully Paid Rights have been offered or will be offered pursuant to the Rights Issue to the public in that relevant member state prior to the publication of a prospectus in relation to the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights may be made to the public in that relevant member state at any time:

(a) to any legal entity which is a "qualified investor", as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights shall result in a requirement for the publication by the Company or either Bank of a prospectus pursuant to Article 3 of the Prospectus Directive.

For this purpose, the expression "an offer of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to the public" in relation to any New Ordinary Shares, Nil Paid Rights and Fully Paid Rights in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Rights Issue and any New Ordinary Shares, Nil Paid Rights and Fully Paid Rights to be offered so as to enable an investor to decide to acquire any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state.

It is expected that Shareholders in all member states of the European Economic Area will be able to participate in the Rights Issue.

8.6 Notice in the London Gazette

In accordance with section 562(3) of the Companies Act, the offer of Nil Paid Rights or Fully Paid Rights to Qualifying Shareholders who have no address in an EEA state and who have not given to the Company an address in an EEA state for the serving of notices, will (subject to the other conditions of the Rights Issue) be made by the Company causing a notice to be published in the London Gazette on 26 June 2018 stating where copies of this document and the Provisional Allotment Letter may be obtained or inspected on personal application by or on behalf of such Qualifying Shareholders. Any person with a registered address, or who is resident or located, in the United States or any of the other Excluded Territories who obtains a copy of this document or a Provisional Allotment Letter is required to disregard them, except with the consent of the Company.

However, in order to facilitate acceptance of the offer made to such Qualifying Shareholders by virtue of such publication, Provisional Allotment Letter will also be posted to Qualifying Shareholders who are Overseas Shareholders (other than, subject to certain exceptions, to those with registered addresses in, or who are resident in, the United States or any of the other Excluded Territories). Such Shareholders, if it is lawful to do so, may accept the offer of Nil Paid Rights or Fully Paid Rights either by returning the Provisional Allotment Letter posted to them in accordance with the instructions set out therein or, subject to surrendering the original Provisional Allotment Letter posted to them, by obtaining a copy thereof from the place stated in the notice and returning it in accordance with the instructions set out there. Similarly, Nil Paid Rights are expected to be credited to stock account in CREST of Qualifying CREST Shareholders who are Overseas Shareholders (other than, subject to certain exceptions, those with registered addresses, or who are resident in, the United States or any of the other Excluded Territories).

8.7 Representations and warranties relating to Overseas Shareholders

(a) Qualifying Non-CREST Shareholders

Any person exercising rights pursuant to a Provisional Allotment Letter, represents and warrants to the Company and the Banks that, except where proof has been provided to the Company's satisfaction that such exercise will not result in the contravention of any applicable legal or regulatory requirement in any jurisdiction, such person: (i) is not in the United States, nor is such person applying for the account of a person who is located in the United States (unless the subparagraph below applies); (ii) is not in any of the other Excluded Territories; (iii) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire New Ordinary Shares or to use the Provisional Allotment Letter in any manner in which such person has used or will use it; and (iv) is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into the United States or any of the other Excluded Territories, or any jurisdiction referred to in (iii) above.

Notwithstanding the sub-paragraph immediately above, as regards (i) in that sub-paragraph, persons may exercise rights pursuant to a Provisional Allotment Letter if: (a) the instruction to apply was received from a person outside the United States; and (b) the person giving such instruction has confirmed that: (A) it has authority to give such instruction; and, either; (B) has investment discretion over such account; or (C) is an investment manager or investment company that is applying for the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S.

The Company (having consulted with the Banks) may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in, or renunciation or purported renunciation of, a Provisional Allotment Letter if it: (i) appears to the Company to have been executed in or despatched from the United States or any of the other Excluded Territories or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it or its agents believe the same may violate any applicable legal or regulatory requirement; (ii) provides an address in the United States or any of the other Excluded Territories for delivery of definitive share certificates for New Ordinary Shares or any jurisdiction outside the United Kingdom in which it would be unlawful to deliver such certificates; or (iii) purports to exclude the representation and warranty required by the above.

(b) Qualifying CREST Shareholders

A CREST Member or CREST Sponsored Member who makes a valid acceptance in accordance with the procedures set out in this Part IX represents and warrants to the Company and the Banks that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction, such person: (i) is not in the United States, nor is such person applying for the account of a person who is located in the United States (unless the sub-paragraph below applies); (ii) is not in any of the other Excluded Territories; (iii) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire New Ordinary Shares; and (iv) is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into the United States or any of the other Excluded Territories, or any jurisdiction referred to in (iii) above.

Notwithstanding the sub-paragraph immediately above, as regards (i) in that sub-paragraph, a CREST Member or CREST Sponsored Member may make a valid acceptance in accordance with the procedures set out in this Part IX if: (a) the instruction to apply was received from a person outside the United States; and (b) the person giving such instruction has confirmed that: (A) it has authority to give such instruction and either; (B) has investment discretion over such account; or (C) is an investment manager or investment company that is applying for the New Ordinary Shares in an 'offshore transaction' within the meaning of Regulation S.

The Company (having consulted with the Banks) may treat as invalid any MTM instruction which appears to the Company to have been despatched from the United States or any of the other Excluded Territories or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it or its agents believes the same may violate any applicable legal or regulatory requirement or purports to exclude the representation and warranty required by the above.

8.8 Waiver

The provisions of this Section 8 of this Part IX and of any other terms of the Rights Issue relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company and its Banks in their absolute discretion. Subject to this, the provisions of this Section 8 of this Part IX supersede any terms of the Rights Issue inconsistent herewith. References in this Section 8 of this Part IX to Shareholders shall include references to the person or persons executing a Provisional Allotment Letter and, in the event of more than one person executing a Provisional Allotment Letter, the provisions of this Section 8 of this Part IX shall apply to them jointly and to each of them.

Taxation

Certain information in respect of tax in relation to the Rights Issue is set out in Part XVIII (Taxation) of this document. That information is intended only as a general guide to certain aspects of the current tax position in the United Kingdom. Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances.

Shareholders who are in any doubt as to their tax position or who are subject to tax in any other jurisdiction should consult an appropriate professional adviser immediately.

Times and dates

The Company shall, in its discretion and after consultation with its financial and legal advisers (and with the agreement of the Banks), be entitled to amend the date that dealings in Nil Paid Rights commence and amend or extend the latest date for acceptance under the Rights Issue and all related dates set out in this document and in such circumstances shall notify the UK Listing Authority and, if appropriate, Shareholders and make an announcement via a Regulatory Information Service, but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the date specified in this document as the latest date for acceptance and payment in full under the Rights Issue (or such later date as may be agreed between the Company and the Banks), the latest date of acceptance under the Rights Issue shall be extended to the date which is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

Governing law and jurisdiction

The terms and conditions of the Rights Issue as set out in this document and the Provisional Allotment Letter (where appropriate), and any non-contractual obligation arising out of or in connection to the Rights Issue, shall be governed by, and construed in accordance with, English law.

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue, this document or the Provisional Allotment Letter (where appropriate) (including any dispute relating to any non-contractual obligations arising out of or in connection with them). By accepting rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

PART X

SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION

Summarised below are the principal terms and conditions of the Sale and Purchase Agreement:

Introduction

1.1 On 15 May 2018 ITE, via its wholly-owned subsidiary ITE Enterprises Limited, conditionally agreed to acquire the entire issued and to be issued share capital of the Target, the holding company for the Ascential Exhibitions Business, from Ascential UK Holdings Limited.

1.2 The Company has agreed to guarantee ITE Enterprises Limited's obligations under the Sale and Purchase Agreement. Ascential Group Limited has agreed to guarantee Ascential UK Holdings Limited's obligations under the Sale and Purchase Agreement.

1.3 The Sale and Purchase Agreement, as well as all related transaction documentation, is governed by English law.

Consideration

ITE has agreed to acquire the Target based on an enterprise value (calculated on a cash-free and debt-free basis with a normalised level of working capital) of £300 million. The consideration will be adjusted, as required, following Completion based on a customary completion accounts mechanism.

Conditions and Completion

3.1 Completion is conditional upon:

(a) the approval of Ascential's shareholders at a general meeting to be held as set out in a circular to its shareholders to approve the Acquisition, to be published by Ascential (pursuant to Listing Rule 10);

(b) the passing of the Resolutions;

(d) the Standby Underwriting Letter or the Underwriting Agreement (as the case may be) having become unconditional in accordance with its terms and not having been terminated; and

(e) the New Ordinary Shares being admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

3.2 If the conditions are not fulfilled by 31 July 2018 then the Sale and Purchase Agreement will terminate. The conditions are anticipated to have been fulfilled, and accordingly the Acquisition is expected to occur, on or around 17 July 2018.

Termination rights

4.1 The buyer is entitled to terminate the Sale and Purchase Agreement prior to Completion in the event that:

(a) Ascential's circular is not published by 13 June 2018;

(b) there is a material breach of the warranties given by the seller at the date of the Sale and Purchase Agreement; or

4.2 The seller is entitled to terminate the Sale and Purchase Agreement prior to Completion in the event that:

(a) this document is not published by 13 June 2018; or

(b) the Standby Underwriting Letter or the Underwriting Agreement (as the case may be) have been terminated.

4.3 Under the terms of the Sale and Purchase Agreement, the seller and the buyer have agreed to pay a break fee to the other upon termination of the Sale and Purchase Agreement in certain circumstances.

4.4 A break fee is payable by the seller to the buyer if approval for the transaction is not given by Ascential's shareholders.

4.5 A break fee is payable by the buyer to the seller if the Sale and Purchase Agreement is terminated for any reason other than:

(a) if Ascential does not publish its circular by 13 June 2018 or if approval for the Acquisition is not given by Ascential's shareholders;

(b) the buyer terminates the agreement due to a material adverse change affecting the Ascential Exhibitions Business or a material breach of one or more warranties given by the seller in the Sale and Purchase Agreement between the date of the agreement and Completion; or

(c) Completion does not take place by the fifth business day following the Rights Issue having completed because the seller has not fulfilled a material requirement for Completion to take place and the buyer therefore terminates the Sale and Purchase Agreement.

5. Pre-Completion undertakings of the seller

The Sale and Purchase Agreement contains customary restrictions in favour of the buyer in relation to the conduct by the seller of the Target's business between the date of the Sale and Purchase Agreement and Completion.

6. Restrictive covenants

The Sale and Purchase Agreement contains restrictions on the Ascential's group in relation to competing with the Ascential Exhibitions Business and the solicitation of employees of the Ascential Exhibitions Business, in each case following Completion and subject to customary exceptions.

7. Warranties and indemnities

The Sale and Purchase Agreement contains warranties, covenants, undertakings, limitations and indemnities that are customary for a transaction of the size and nature of the Acquisition, including in relation to:

(a) authorisations, valid obligations and consents for the entry into the Sale and Purchase Agreement; and

(b) the Target's share capital, constitution, accounts, assets and liabilities, trading arrangements, compliance and litigation, intellectual property and employees.

The Sale and Purchase Agreement includes an indemnity from the seller to the buyer in relation to a pre-Completion reorganisation of the Ascential group of companies.

The agreement also contains a customary tax covenant in respect of any liability for taxation for pre-Completion events.

The warranties, covenants, undertakings and indemnities given by the seller are subject to customary financial and other limitations.

8. Transitional services arrangements

The Sale and Purchase Agreement also provides for certain transitional services to be provided by the Target to Ascential Group Limited (and vice versa) for a certain period following Completion.

PART XI

INFORMATION ON THE GROUP AND THE ASCENTIAL EXHIBITIONS BUSINESS

The following information should be read in conjunction with the information appearing elsewhere in, or incorporated by reference in, this document, including the financial and other information in, or incorporated by reference in, Part XIV (Operating and Financial Review for the ITE Group and Ascential Exhibitions Business), Part XV (Historical Financial Information Relating to the ITE Group) and Part XVI (Historical Financial Information Relating to the Ascential Exhibitions Business).

1. History, development and business overview of the ITE Group

1.1 Business overview

ITE's events address both large, mature markets and rapidly growing emerging markets. As at September 2017, ITE was the ninth largest organiser of exhibitions by revenue, and has historically had strengths in a number of emerging markets.

ITE's revenue, operating profit, adjusted operating profit and profit before tax, each from continuing operations for the financial years ended 30 September 2017, 2016 and 2015 and for the six months ended 31 March 2018 are as set out in Part XV (Historical Financial Information relating to the ITE Group).

With its headquarters in London, the ITE Group employs approximately 1,383 people across its 30 offices globally as at 31 March 2018.

1.2 History and development of the ITE Group

ITE was established in 1991 when it first held a series of trade exhibitions in Russia in key sectors of the economy, and through growth, acquisition and different phases of development, has become a leading organiser of international trade exhibitions and conferences. ITE's primary objective has always been promoting trade opportunities to new market economies. A summary of notable events in the ITE Group's history is provided below:

Date	Event
1991	ITE Group founded seeking to satisfy the growing demand for international trade events in the market economies of the CIS and Eastern Europe.
1993	Launched the first international oil and gas exhibition in Russia (the Moscow International Oil & Gas Exhibition, "MIOGE") and Kazakhstan (the Kazakhstan International Oil & Gas Exhibition, "KIOGE").
1994	The Moscow International Travel & Tourism event ("MITT") launched and won the World Association of Travel Agents award for Best Tourism Show.

Date Event

1998 ITE listed on the Official List and to trading on the London Stock Exchange's Main Market, through the ITE Group Limited acquisition by Cementone plc, which subsequently changed its name to ITE Group plc.

Russian financial crisis prompted ITE to broaden the geographic scope of the company through joint ventures and acquisitions, including Incheba Prague, Argentura Triumf in Czech Republic and IEG Soligen in Germany.

2000 ITE acquired Comtek International, which added 9 new events to the portfolio in Moscow. Principal amongst these was WorldFood Moscow which would continue to grow as well as being replicated in other countries.

2003 In a move to refocus the business on core assets and markets, ITE exited several joint ventures set up in the late 1990s. This moved direct interests away from countries such as the Czech Republic, Slovakia and Egypt.

2006 Opened its first office in Beijing, China due to an increasing number of Chinese companies looking for profitable export markets

2008 Phase of expansion, having acquired Primexpo North West LLC, a conference organiser based in St Petersburg, and further businesses in Moscow, Krasnodar, Istanbul, Kyiv, Mumbai and Kuala Lumpur.

Opened new outbound sales offices in Kuala Lumpur, Dubai and Poznan.

Appointed Russell Taylor as CEO, having previously held the position of Group Finance Director since 2003.

2014 ITE made two acquisitions significantly boosting its transport & logistics portfolio: Eurasia Rail (annual railway infrastructure event held in Istanbul); and Breakbulk (a series of global events that cover the bespoke transportation of goods that cannot be containerised – normally large-scale project equipment).

2015 ITE acquired a 50 per cent. stake in the annual conference and exhibition, African Oil Week.

2016 Mark Shashoua appointed Group CEO

2017 Launched the three-year Transformation & Growth Programme ("TAG Programme"), focusing the business on a product-led strategy with strong regional platforms.

2018 Richard Last was appointed Non-Executive Chairman

The Group discontinued 22 events which were less profitable in the six months ended 31 March 2018 and 37 events in the year ended 30 September 2017, totalling 59 events.

1.3 Operations

ITE divides its operations by operational business units and groups of events that are managed separately, either based on geographic location or as portfolios of events. The ITE Group offers the same products and services across each business unit, being the organisation of trade exhibitions, conferences and related activities.

In the year ended 30 September 2017, ITE ran over 200 exhibitions and conferences worldwide, from large global industry exhibitions, tradeshows and conventions to forums and conferences.

The ITE Group's events portfolio is focused on the operation of market-leading events. For the financial year ending 30 September 2018, 72 events have been identified as Core events. The Core events are those events that the Directors believe are of strategic importance to the Group's future, including the Group's largest events and those with the greatest potential for growth. The Non-Core events consist of smaller shows which the Directors believe have less potential for growth. Core events generated approximately 75 per cent. of total events revenue in the year ended 30 September 2017.

1.3.1 Customers and markets

The events industry is a large, highly fragmented global market. ITE is a leading operator in the industry and the Directors believe it is strongly positioned for growth given its current geographic weighting towards emerging markets and its diversification across attractive industry verticals within sectors.

The table below provides the annual contribution to revenue from each of the ITE Group's main divisions over the last three financial years (as extracted from ITE's audited consolidated accounts for those periods):

| Year ended
30 September | Asia | Brands | Central Asia | Eastern & Southern Europe | Russia | Total |
| --- | --- | --- | --- | --- | --- | --- |
| 2017 | 23,777 | 18,704 | 21,736 | 17,041 | 71,365 | 152,623 |
| 2016 | 17,102 | 24,385 | 21,980 | 19,337 | 51,618 | 134,422 |
| 2015* | 3,877 | 14,719 | 27,201 | 17,859 | 72,138 | 135,794 |

From the 2017 Financial Information as restated.
** Amounts amended to be consistent with 2017 and 2016 segments.

1.3.2 Services

ITE focuses on markets where buyers and sellers are geographically fragmented and where product development and innovation is rapid, thereby benefitting from regular in-person meeting points. The ITE Group offers the following types of events:

Annual and biennial tradeshows: these are primarily sales events that provide networking opportunities. The business model for these events is "buyer meets seller". Annual and biennial tradeshows offer opportunities for buyers, manufacturers, suppliers and users to exchange ideas, form alliances and do business with industry peers.

Paid attendee events: the ITE Group runs a small number of hybrid expo and paid attendee events, where exhibitors exhibit at a conference with conference attendees paying to attend.

1.3.3 Revenue generation

ITE generates revenue from three principal sources: (i) the sale of stand space to exhibitors at events; (ii) the sale of tickets to delegates at certain events; and (iii) sponsorship revenues from corporate partners of certain events.

1.3.4 Professional and commercial communities

ITE serves professional and commercial communities in a wide range of sectors. For the year ended 30 September 2017, ITE provided events across a wide range of sectors including: building and interiors, energy, food and packaging, manufacturing industrial technology, travel and tourism, transport and logistics, beauty, healthcare and advanced technologies. The wide range of sectors that ITE supports means it has a diversified customer base.

1.4 Strategy

ITE operates internationally across Asia, Central Asia, Eastern & Southern Europe, and Russia. ITE promotes global trade and commerce between businesses. Using the power of business-to-business events, ITE enables business people to interact in person, create value for their customers and be successful in achieving their objectives.

The ITE Group has long recognised the value and potential opportunities in the exhibitions, congresses and festivals market and in 2017 launched its three-year TAG Programme to better position ITE to pursue these opportunities. The vision of the TAG Programme is to create the world's leading portfolio of content-driven, must attend events delivering an outstanding experience and ROI for customers – the "NextGen" events organiser.

The aim of the TAG Programme is to return ITE to growth whilst simultaneously building the capacity and capabilities for future growth and scale. It is a strategy of proactive change and investment, built around three key pillars:

1.4.1 creating a scalable platform in order to drive organic growth;
1.4.2 actively managing ITE's portfolio by putting investment behind the exhibitions ITE believes have the greatest capacity to grow; and
1.4.3 making selective product-led acquisitions by pursuing acquisitions focused around a product rather than a purely geographical, portfolio-led acquisition programme.

ITE holds a number of market-leading positions in certain geographies (in Russia and Central Asia). The challenge faced is that for a number of years these regions have been very volatile with macroeconomic issues. Historically, ITE's strategy was to lead a very acquisition-based diversification strategy into new geographies. The Directors believe that there is now an opportunity to drive growth through product-led acquisitions, as well as through investment in its Core events.

The TAG Programme consists of a number of levers. First, ITE is developing a centralised 'best practice' model. This model is intended to effectively create the ITE blueprint for how an event should be run in all locations. The development of the centralised 'best practice' model addresses ITE's understanding that its customer base wants the same level of service wherever they are in the world. ITE is therefore creating 'best practice' functional teams in a number of areas, including, sales and marketing, IT, systems and finance. Secondly, ITE plans to invest in its IT and systems teams to improve the customer journey and customer experiences at events, as well as ITE's own efficiency.

ITE believes that content is absolutely critical to consistently enhance shows and deliver an even better quality audience each year. Accordingly, ITE plans to focus on investing in content for Core events. Content includes all features that drive the correct audience, from keynote speakers to technical seminars.

The aim of the TAG Programme is to deliver a higher return on investment and time to all stakeholders. The TAG Programme is also intended to enable customers to benefit from improved show experiences, staff to benefit from using the best tools with which to service customers, and shareholders to benefit from strong returns.

1.5 Regulation

The events industry in which the ITE Group operates is not subject to specific regulation. However, when conducting its business, the ITE Group has to comply with local laws and regulations in a number of different areas including health and safety, employment law and data security. The ITE Group has in place policies and practices to help ensure that it discharges its responsibilities in the jurisdictions in which it operates.

1.6 Intellectual property

The ITE Group has procedures in place to identify, protect (by trademark registration, and maintenance of proprietary information), defend and manage its intellectual property. The ITE Group's policy is that new and redesigned events are reviewed by undertaking searches of registries in local markets prior to launch of any major new brand to safeguard against the potential infringement of the intellectual property rights of third parties.

1.7 Insurance

Where the Directors believe it to be appropriate, the ITE Group seeks to insure against business risks and protect many of its assets and associated profits by purchasing insurance. To ensure worldwide consistency of cover for the protection of legal liabilities, earnings and assets, the ITE Group maintains global insurance in various areas, including property damage, crime, event cancellation, employers' liability, and public liability. The global insurance programme is managed using recognised insurance brokers who also act (in London) as insurance and risk management advisers. The ITE Group considers its insurance coverage to be adequate both as to the risks and the amounts for the business it conducts.

1.8 Information technology

ITE's IT consists of two main areas: infrastructure and software. Infrastructure includes servers, computers and other hardware as well as desktop support, email and telephony services. Software includes application development as well as audience database management, order entry and billing systems and sales customer relationship management software. Redundancy is built into the infrastructure and software applications design with the intent of ensuring business continuity in the event of a disruption.

1.9 Competition

The exhibitions market is highly fragmented globally with no single operator accounting for more than 10 per cent. of global revenue in 2016 (source: Globex 2017 Executive Summary; AMR Top 20 Exhibition Organisers). The largest player (by revenue) was Reed Exhibitions, part of RELX plc and the second largest operator was UBM plc. There were also some venue owners/operators in Germany, such as the Messes, with significant positions and which are partly state funded or sponsored. Competition in the exhibitions market is often on an event-by-event basis and the competitive pressure applied by rival events could lead to pressure on pricing, exhibitor numbers and visitor numbers for events. In addition, a single exhibition or sector in a market could have its prospects curtailed by a strong competitor launch.

1.10 Selected financial information of ITE

The following is a summary of the ITE Group's consolidated financial information for the periods indicated. Other than where indicated below, the audited 2015 Financial Information has been extracted without material adjustment from the 2015 Annual Report and Accounts which is incorporated by reference into this document as set out in Part XX (Documents Incorporated by Reference). Other than where indicated below, the audited 2016 Financial Information has been extracted without material adjustment from the 2016 Annual Report and Accounts, which is incorporated by reference into this document as set out in Part XX (Documents Incorporated by Reference). Other than where indicated below, the audited 2017 Financial Information has been extracted without material adjustment from the 2017 Annual Report and Accounts, which is incorporated by reference into this document as set out in Part XX (Documents Incorporated by Reference). Other than where indicated, the unaudited financial information as at and for the six months ended 31 March 2017 and 2018 has been extracted without material adjustment from the condensed consolidated half year financial statements for the half year ended 31 March 2018 published on 15 May 2018 which are incorporated by reference into this document as set out in Part XX (Documents Incorporated by Reference).

The summary should be read in conjunction with the information referred to above and with Part XIV (Operating and Financial Review of the Group and Ascential Exhibitions Business). Investors are advised to read the whole of this document and not rely on the information summarised in this Part XI.

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1.10.1 CONSOLIDATED INCOME STATEMENT

The following table sets out certain consolidated income statement data for the ITE Group for the years ended 30 September 2015, 2016 and 2017 and the six months ended 31 March 2017 and 2018.

	For the year ended 30 September			For the period ended 31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
Revenue	152,623	134,422	135,794	75,362	69,588
Cost of sales	(93,259)	(75,862)	(73,617)	(47,217)	(42,016)
Gross profit	59,364	58,560	62,177	28,145	27,572
Other operating income	741	615	372	183	333
Administrative expenses	(69,639)	(67,012)	(40,066)*	(30,971)	(25,970)
Foreign exchange gain on operating activities	337	1,956	5,932	555	(246)
Share of results of associates and joint ventures	5,006	3,550	3,683	5,139	3,864
Operating (loss)/profit	(4,191)	(2,331)	32,098	3,051	5,553
Investment revenue	6,030	7,494	2,883	936	1,592
Finance costs	(5,002)	(9,258)	(3,435)	(2,703)	(4,015)
(Loss)/profit before tax	(3,163)	(4,095)	31,546	1,284	3,130
Tax (charge)/credit	(3,252)	(3,076)	(4,976)	(1,308)	116
(Loss)/profit for the year/period	(6,415)	(7,171)	26,570	(24)	3,246

In the 2015 Financial Information, this balance was presented as two separate amounts being administrative expense of £26,932 and amortisation of acquired intangibles of £13,134. Additionally, the foreign exchange gain of £5,932 was presented as part of total administrative expenses. The information presented here is as analysed in the 2016 Financial Information.

1.10.2 CONSOLIDATED BALANCE SHEET STATEMENT

The following table sets out certain consolidated balance sheet statement data for the ITE Group as at 30 September 2015, 2016 and 2017 and the six months ended 31 March 2017 and 2018.

	30 September 30 September 30 September			31 March	31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
Non-current assets
Goodwill	92,566	97,855	72,490	88,087	112,624
Other intangible assets	61,867	70,816	65,313	54,213	71,046
Property, plant and equipment	2,783	2,469	1,708	3,366	2,857
Interests in associates and joint ventures	45,470	45,677	56,782	48,671	49,724
Venue advances and prepayments	3,548	2,945	2,131	3,683	3,767
Derivative financial instruments	-	-	1,528	182	8
Deferred tax asset	5,411	3,070	1,652	4,828	4,320
	211,645	222,832	201,604	203,030	244,346
Current assets
Trade and other receivables	61,425	50,610	41,225	56,899	59,471
Tax prepayment	2,880	2,115	945	777	375
Derivative financial instruments	-	-	1,951	-	15
Cash and cash equivalents	23,321	15,508	17,269	26,234	15,795
Assets classified as held for sale	-	-	-	3,261	-
	87,626	68,233	61,390	87,171	75,656
Total assets	299,271	291,065	262,994	290,201	320,002
Current liabilities
Trade and other payables	(25,166)	(20,844)	(15,944)	(17,499)	(21,221)
Deferred income	(82,591)	(61,918)	(49,831)	(83,109)	(80,115)
Derivative financial instruments	(1,795)	(5,904)	(9,054)	(13,546)	(21,875)
Provisions	(527)	(240)	(137)	(503)	(269)
Liabilities classified as held for sale	-	-	-	(1,881)	-
	(110,079)	(88,906)	(74,966)	(118,658)	(123,480)
Non-current liabilities
Bank loan	(72,998)	(74,604)	(69,616)	(77,385)	(70,966)
Deferred income	-	-	-	(2,124)	-
Provisions	(273)	(189)	(190)	(117)	(168)
Deferred tax liabilities	(12,494)	(12,675)	(10,045)	(10,152)	(13,848)
Derivative financial instruments	(13,105)	(18,329)	(8,834)	(439)	(3,201)
	(98,870)	(105,797)	(88,685)	(90,217)	(88,183)
Total liabilities	(208,949)	(194,703)	(163,651)	(206,751)	(211,663)
Net assets	90,322	96,362	99,343	83,450	108,339
Equity
Share capital	2,693	2,621	2,570	2,697	2,660
Share premium account	28,567	20,629	14,875	28,543	24,057
Merger reserve	2,746	2,746	2,746	2,746	2,746
Capital redemption reserve	457	457	457	457	457
ESOT reserve	(4,240)	(4,370)	(4,825)	(2,844)	(4,364)
Retained earnings	98,520	115,450	140,031	90,830	111,743
Put option reserve	(13,255)	(21,317)	(16,843)	(13,255)	(21,317)
Translation reserve	(45,265)	(42,289)	(59,703)	(48,324)	(37,013)
Hedge reserve	(2,553)	(2,992)	3,674	(1,693)	(2,333)
Equity attributable to equity holders of the parent	67,670	70,935	82,982	59,157	76,636
Non-controlling interest	22,652	25,427	16,361	24,293	31,703
Total equity	90,322	96,362	99,343	83,450	108,339

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1.10.3 CONSOLIDATED CASH FLOW STATEMENT

The following table sets out certain consolidated cash flow statement data for the ITE Group for the years ended 30 September 2015, 2016 and 2017 and the six months ended 31 March 2017 and 2018.

	Year ended 30 September 2017 £000	Year ended 30 September 2016 £000	Year ended 30 September 2015 £000	Six months to 31 March 2018 £000	Six months to 31 March 2017 £000
Operating activities
Operating (loss)/profit from continuing operations	(4,191)	(2,331)	32,098	3,051	5,553
Adjustments for non-cash items:
Depreciation and amortisation	16,326	17,191	14,574	6,901	8,953
Impairment of goodwill and intangible assets	12,585	24,650	-	-	-
Impairment of investments in associates and joint ventures	1,691	1,859	-	-	-
Derecognition of goodwill on cessation of trading	-	-	-	2,216	-
Share-based payments	218	390	148	185	143
Share of profit from associates and joint ventures	(5,006)	(3,550)	(3,683)	(5,139)	(3,864)
Increase/(decrease) in provisions	371	(69)	(74)	(183)	(30)
Disposal of plant, property and equipment	-	-	(6)	(2)	-
Foreign exchange (gain)/loss on operating activities	(337)	(1,956)	(5,932)	(555)	246
Loss on disposal of investments	3,712	(1,498)	-	-	-
Fair value of cash flow hedges recognised in the income statement	(661)	(1,187)	1,073	(446)	(379)
Dividends received from associates and joint ventures	3,831	5,373	2,632	1,693	620
Operating cash flows before movements in working capital	28,539	38,872	40,830	7,721	11,242
(Increase)/decrease in receivables	(10,130)	(4,254)	10,744	5,838	(7,778)
Advances and prepayment to venues*	(5,187)	(2,867)	(3,574)	(3,865)	(2,500)
Utilisation of venue advances and prepayments**	5,526	3,901	4,411	2,362	2,077
Increase in deferred income	20,673	12,087	(12,908)	4,327	18,197
Increase/(decrease) in payables	2,864	(6,736)	(2,541)	(4,283)	599
Cash generated from operations	42,285	41,003	36,962	12,100	21,837
Tax paid	(6,790)	(6,668)	(6,635)	(3,969)	(2,608)
Net cash from operating activities	35,495	34,335	30,327	8,131	19,229
Investing activities
Interest received	688	385	258	399	283
Investment in associates and joint ventures	(220)	(2,397)	(7,046)	-	-
Acquisition of businesses - cash paid	(9,673)	(17,185)	(48,787)	-	(6,225)
Cash acquired through acquisitions	343	3,404	280	-	343
Purchase of property, plant and equipment and computer software	(3,136)	(2,419)	(1,740)	(1,760)	(1,512)
Disposal of plant, property and equipment and computer software	238	112	25	68	10
Disposal of subsidiary - cash received	128	-	-	-	-
Cash disposed of through disposals	(125)	-	-	-	-
Cash paid to acquire non-controlling interests	-	(2,087)	-	-	-
Net cash flows from investing activities	(11,757)	(20,187)	(57,010)	(1,293)	(7,101)

previously called "Venue advances and loans" in the 2015 Financial Information and 2016 Financial Information.
*previously called "Utilisation and repayment of venue loans" in the 2015 Financial Information and 2016 Financial Information.

	Year ended 30 September 2017 £000	Year ended 30 September 2016 £000	Year ended 30 September 2015 £000	Six months to 31 March 2018 £000	Six months to 31 March 2017 £000
Financing activities
Equity dividends paid	(8,652)	(15,589)	(18,681)	(5,985)	(5,368)
Dividends paid to non-controlling interests	(760)	(1,520)	(317)	(683)	(112)
Interest paid and bank charges	(3,824)	(3,544)	(2,506)	(1,774)	(1,913)
Proceeds from the issue of share capital and exercise of share options	4	3	12,007	1,314	–
Drawdown of borrowings	219,060	217,788	26,716	190,009	115,830
Repayment of borrowings	(220,710)	(212,800)	–	(185,622)	(119,400)
Net cash flows from financing activities	(14,882)	(15,662)	(17,219)	(2,741)	(10,963)
Net increase/(decrease) in cash and cash equivalents	8,856	(1,514)	(9,464)	4,097	1,165
Net cash and cash equivalents at beginning of period	15,508	17,269	28,145	23,321	15,508
Effect of foreign exchange rates on cash and cash equivalents	(1,043)	(247)	(1,412)	(270)	(878)
Cash and cash equivalents classified as held for sale	–	–	–	(914)	–
Net cash and cash equivalents at end of period	23,321	15,508	17,269	26,234	15,795

2. History, development and business overview of the Ascential Exhibitions Business

2.1 Business overview

The Ascential Exhibitions Business is a market leader organising exhibitions and congresses that bring communities together to connect and trade; to be inspired, to learn and to celebrate, with the main brands being Bett, CWIEME, the Spring and Autumn Fairs and Pure.

The Ascential Exhibitions Business operates within Ascential's Exhibitions and Festivals division, which includes additional brands such as Cannes Lions and Money20/20 which do not form part of the Acquisition. The Ascential Exhibitions Business comprises a diversified portfolio of top position brands.

Bett is a leading educational technology series of global events and leadership summits. CWIEME is a leading global event for coil winding, electric motor and transformer manufacturing technologies. The Spring and Autumn Fairs are one of the UK's leading home and gift shows for the retail industry. Pure is one of London's leading fashion trade shows.

The Ascential Exhibitions Business' revenue, operating profit, adjusted operating profit and profit before tax, each from continuing operations for the financial periods ended 31 December 2017, 2016 and 2015 are as set out in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business).

With its headquarters in London, the Ascential Exhibitions Business employed 197 dedicated staff across its 4 offices globally as at 1 April 2018.

2.2 History and development of the Ascential Exhibitions Business

Ascential was established in 1947 as East Midland Allied Press ("EMAP"), formed through the consolidation of the Winfrey family's newspaper titles. Some of Ascential's events and brands date back much further and were first published in the 1800s. Through growth and acquisition, Ascential has become one of the world's leading organisers of international trade exhibitions and conferences.

In March 2012, EMAP announced that it would be renamed Top Right Group to reflect the structural changes and the organisation's long term growth and high performance aspirations, and that its magazines, events and data businesses would be separated into three agile, standalone companies. The EMAP name would continue to be used for the magazines operation. The database business was renamed 4C Group, and the events unit was renamed i2i Events Group.

In September 2012, the i2i Events Group made its first purchase since it re-formed, adding the Coil Winding, Insulation and Electrical Manufacturing Exhibitions ("CWIEME") to its events portfolio, adding a new industry sector and international markets. The portfolio included CWIEME exhibitions in Germany, China, India and USA.

In 2013, i2i Events Group launched Bett LatAm and CWIEME China in 2014. In 2015, the company launched CWIEME Istanbul, which has since been closed.

In December 2015, Top Right Group rebranded as Ascential focused on two segments: exhibitions & festivals and information services.

Ascential listed on the Official List and to trading on the London Stock Exchange's Main Market in February 2016.

The Recycling and Waste Management Exhibition ("RWM"), the resource efficiency trade show, was sold in December 2017 to a specialist events organiser with existing assets in the environmental sector. RWM delivered £3.9 million in revenue in the 2017 financial year, down 19 per cent. from the prior year.

2.3 Organisational

A full list of the Target's principal subsidiary undertakings, which are considered to be likely to have a significant effect on the assessment of the assets and liabilities, financial position and profits and losses of the Enlarged Group, is set out in Section 6.2 of Part XIX (Additional Information) of this document.

2.4 Operations

Ascential segments the Ascential Exhibitions Business' operations into five operating segments by event: Bett, CWIEME, Spring and Autumn Fairs; Pure and other events.

In the year ended 31 December 2017, the Ascential Exhibitions Business ran 11 exhibitions and conferences worldwide, from large global industry exhibitions, tradeshows and conventions to forums and conferences.

The table below is a reconciliation of Target Adjusted EBITDA to Target EBITDA Before Unallocated Costs for the Ascential Exhibitions Business.

	EBITDA (£m)
	2017	2016	2015
Bett	6.0	5.7	5.8
CWIEME	5.6	5.3	5.1
SAF/ Spring & Autumn Fair	14.3	14.8	13.7
Pure	3.2	3.3	3.4
Other events	3.3	3.8	4.8
Total Target EBITDA Before Unallocated Costs	32.3	33.0	32.9
Other items not allocated to events	(8.4)	(10.2)	(8.7)
Discontinued events / brands	(0.0)	(0.6)	(0.2)
Target Adjusted EBITDA	23.8	23.3	24.0

A summary of the principal activities of each business division follows:

Bett

Bett is a market leading education technology series of global events and leadership summits (by reference to number of exhibitors and educational range). The aim of Bett is to bring together people, ideas, practices and technologies so that educators and learners can fulfil their potential.

Revenues for Bett were £16.1 million in the year ended 31 December 2017, compared to £14.4 million in the year ended 31 December 2016 and £13.1 million in the year ended 31 December 2015. Target EBITDA Before Unallocated Costs for Bett was £6.0 million in the year ended 31 December 2017, compared with £5.7 million in the year ended 31 December 2016 and £5.8 million in the year ended 31 December 2015. This growth was led by the performance of the UK edition, which attracted over 34,000 visitors and 600 exhibitors in 2017. Engagement with the most senior levels of educational institutions continued to grow and strategic partnerships deepened with both Microsoft and TES through their support for the Bett regional events.

Since 2012, Bett has expanded beyond the UK and now has a presence in five key geographies – Brazil, Mexico, the Middle East, Malaysia and the UK. The main edition is held in London each January and attracts industry speakers, educators, sponsorship partners, education bodies and Government ministers who have chosen this platform to announce changes to Government education policy. In 2016 Bett held its inaugural event in the Middle East in Abu Dhabi and rolled out value based pricing in London across four pricing zones based on stand location.

CWIEME

CWIEME is a leading global event (by reference to its focus and number of exhibitions) for coil winding, electric motor and transformer manufacturing technology, serving the automotive, consumer electronics and power generation sectors across four shows in Berlin, Shanghai, Chicago and, in 2017, Istanbul. Berlin is the main and largest CWIEME event connecting engineers with suppliers for electric motors and transformers. In 2017 the Berlin show attracted over 5,500 visitors and 500 exhibitors, with the show's relevance for electric motors and vehicles driving particular interest. The event also has several regional editions: Chicago in the US and Shanghai, China. As Berlin continues to mature, CWIEME works closely with its customers worldwide to seek to ensure all the shows remain relevant, with appropriate content at all events. The aim is to improve continually its proposition thereby driving retention. CWIEME is also developing regional and trade partnerships, particularly in the US and China.

Revenues for CWIEME were £9.4 million in the year ended 31 December 2017, compared to £9.0 million in the year ended 31 December 2016 and £8.7 million in the year ended 31 December 2015. Target EBITDA Before Unallocated Costs for CWIEME was £5.6 million in the year ended 31 December 2017, compared with £5.3 million in the year ended 31 December 2016 and £5.1 million in the year ended 31 December 2015. In 2018, CWIEME launched the EV Momentum Summit, a brand new event dedicated to addressing the challenges and opportunities of the fast-growing electro-mobility ecosystem.

Spring and Autumn Fairs

The Spring Fair is one of the UK's largest trade exhibitions (by number of exhibitors and product range) and is amongst Europe's biggest home and gift events. Together with its Autumn edition, it is a gateway to UK retailing and in 2017 attracted approximately 84,000 UK and international visitors and 4,000 exhibitors from independent and major multiple retailers to eCommerce retailers and department stores. The show covers 13 key buying sections which are regularly updated in line with the evolution of UK retail generally. Locations of each section were also reviewed from time to time to seek to ensure each one is working to best effect for those attending the event and to allocate the most space to those sections with the highest demand.

All revenue at Spring and Autumn Fairs is derived from exhibitors and sponsorship as the events are free to attend for visitors. Revenues for Spring and Autumn Fairs were £33.6 million in the year ended 31 December 2017, compared with £34.1 million in the year ended 31 December 2016 and £33.0 million in the year ended 31 December 2015. Target EBITDA Before Unallocated Costs for

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Spring and Autumn Fairs was £14.3 million in the year ended 31 December 2017, compared with £14.8 million in the year ended 31 December 2016 and £13.7 million in the year ended 31 December 2015. This feature gives good forward visibility and enables the sales team to focus on customer service and new business sales. In 2017, revenue was driven by space (90 per cent. of Spring and Autumn Fairs revenues).

Pure

Pure is one of London's leading fashion trade shows (by number of visitors and range of products), which welcomed over 18,000 visitors and over 1,000 exhibitors across its two editions in 2017. Revenues for Pure were £9.1 million in the year ended 31 December 2017, compared to £9.0 million in the year ended 31 December 2016 and £8.7 million in the year ended 31 December 2015. Target EBITDA Before Unallocated Costs for Pure was £3.2 million in the year ended 31 December 2017, compared with £3.3 million in the year ended 31 December 2016 and £3.4 million in the year ended 31 December 2015. In 2018, Pure launched the Pure Origins platform to bring together global fashion manufacturers and buyers.

Other Events

The other brands or products within the Ascential Exhibitions Business, which accounted for in aggregate approximately 9 per cent. of the Ascential Exhibitions Business' revenue for the year ended 31 December 2017, are:

Glee, the garden and outdoor living trade show includes sections addressing garden, plants and pets and occurs twice a year;
Broadcast Video Expo ("BVE"), the annual broadcast and video trade show with approximately 13,000 visitors meeting approximately 200 exhibitors; and
The Education Show ("EdShow"), the annual education and resources show, which brings together approximately 300 exhibitors and 7,000 visitors.

The Ascential Exhibitions Business also includes the strategic event partnership services provided to the Department of Trade and Industry and other Government agencies.

2.5 Customers and markets

The Directors consider that the Ascential Exhibitions Business is a leading operator of scale in a highly fragmented industry, with a geographic weighting towards more stable, mature markets and diversification across attractive industry verticals within sectors.

The table below provides the annual events contribution to revenue from each of the Ascential Exhibitions Business' divisions over the last three financial years:

(£'000)	Revenue
	2017	2016	2015
United Kingdom	69,126	69,359	70,051
Other Europe	8,178	7,130	7,352
United States and Canada	1,203	939	768
Asia Pacific	1,341	1,650	1,348
Middle East and Africa	784	341	-
Latin America	2,320	2,062	2,685
Total	82,952	81,481	82,204

2.6 Revenue generation

The Ascential Exhibitions Business generates revenue from three principal sources: (i) the sale of stand space to exhibitors at events; (ii) the sale of tickets to delegates at conferences; and (iii) sponsorship revenues from corporate partners of certain events.

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2.7 Strategy

The Ascential Exhibitions Business operates globally across the Americas, Europe, the Middle East and Asia-Pacific. The Ascential Exhibitions Business has been pursuing a strategy to own scalable, global market leading products.

The Ascential Exhibitions Business' strategic focus is as follows:

enhance market positions: extend the market-leading positions of the brands and deepen coverage of customer needs, through incremental and new product development based on detailed data analysis and customer input;
drive organic growth: seek to increase product penetration in current markets, sell existing products to new customer types, extend sales and marketing of products into new geographies and adjacent markets and explore new channels to market. The Ascential Exhibitions Business intends to increase average revenue per exhibitor further by upselling products to existing exhibitors, cross-selling under-penetrated products into existing exhibitor bases, selectively optimising pricing and developing new products;
drive retention: aim to further improve exhibitor retention with improvements in customer service and further product development. The Ascential Exhibitions Business focus is to improve and deepen content offerings with well-known, highly relevant, industry speakers and to use new technologies to improve service and streamline rebooking;
increase margins: by focusing on its brands and operational excellence, the Ascential Exhibitions Business intends to continue to improve profitability and increase EBITDA margins; and
selectively manage portfolio: continue to make selective acquisitions in high-growth areas while divesting non-core assets. The Ascential Exhibitions Business intends to evaluate bolt-on opportunities from time to time against specific acquisition criteria including suitability for international expansion and ability to add value to existing customer base.

The Ascential Exhibitions Business focus has been to invest in its key products, and to seek to ensure that content at each event is relevant and valuable to its customers and the quality of visitors remains high. The Ascential Exhibitions Business has benefited from initiatives introduced in prior years, including on-site rebooking for the following year's event and location-based exhibition stand pricing. Its aims have been to deliver market-defining customer engagement and harness technology to further improve digital experiences around the events. The Ascential Exhibitions Business' focus is to deliver year round access to events and content, by bringing the digital space closer to the physical attendee experience. The Ascential Exhibitions Business' strategy is to offer more customer-focused, data-led products that bring the membership communities of each event together year round.

Ascential Group plc announced a review of the Ascential Exhibitions Business, following the sale of RWM in December 2017 to Prysm. These brands within the Ascential Exhibitions Business are all strong in their markets and are of a size and scale that allows Ascential to consider a variety of options to maximise their future value and enhance Ascential's overall organic growth rates.

2.8 Regulation

The industry in which Ascential operates is subject to varying degrees of regulation. In particular, data protection regulation in many jurisdictions in which the ITE Group operates may affect the way in which personal data regarding individuals may be processed and used. The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the business in a number of ways including, for example, making it more difficult to grow and maintain marketing data, potential litigation relating to the alleged misuse of personal data and compliance cost increase.

2.9 Intellectual Property

Following Completion, the Ascential Exhibitions business brands will be monitored under ITE's intellectual property protection process discussed in Section 1.6 above.

2.10 Management and employees

The Ascential Exhibitions Business had 197 dedicated employees across its 4 offices globally as at 1 April 2018.

PART XII

INFORMATION CONCERNING THE NEW ORDINARY SHARES

Description of the type and class of securities admitted

The New Ordinary Shares will be Ordinary Shares with a nominal value of 1 penny each. The ISIN for the New Ordinary Shares will be that of the Existing Ordinary Shares, being GB0002520509. The New Ordinary Shares will be created under the Companies Act and the Memorandum and Articles.

The New Ordinary Shares will, when issued and fully paid, be credited as fully paid and will be issued free from all liens, equities, charges, encumbrances and other interests, and rank in full for all dividends or other distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares.

Listing

Application has been made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Admission is expected to become effective and dealings commence on the London Stock Exchange in the New Ordinary Shares, nil paid, at 8.00 a.m. on 26 June 2018 with dealings in the New Ordinary Shares, fully paid, expected to commence at 8.00 a.m. on 11 July 2018. Listing of the New Ordinary Shares will not be sought on any stock exchange in connection with the Rights Issue other than the London Stock Exchange.

Form and currency of the New Ordinary Shares

The New Ordinary Shares resulting from the Rights Issue will be issued in registered form and will be capable of being held in certificated and uncertificated form.

Title to the certificated New Ordinary Shares will be evidenced by entry in the register of members of the Company and title to uncertificated New Ordinary Shares will, in respect of Shareholders, be evidenced by entry in the operator register maintained by Euroclear UK (which forms part of the register of the Company). The registrars of the Company are Equiniti Limited.

If any New Ordinary Shares are converted from uncertificated to certificated form, share certificates will be issued in respect of those shares in accordance with the Articles and applicable legislation.

The New Ordinary Shares will be denominated in Pounds Sterling.

Rights attached to the New Ordinary Shares

Dividends

The Board understands the importance of optimising value for shareholders and believes in balancing returns to shareholders with investment in the business to support future growth. However, the level of dividends per Ordinary Share in future will depend upon, amongst other things, expected future earnings, capital requirements of the Group and general prevailing financial and business conditions.

Subject to the provisions of the Companies Act and the Articles, the Company may pay dividends upon a recommendation by the Board and approval by a majority of the Shareholders, who have the right to

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decrease but not to increase the amount of the dividend recommended by the Board. Such dividends are known as final dividends and become a debt payable to Shareholders when they are approved by the Shareholders. Subject to the provisions of the Companies Act and the Articles, the Board may declare and pay dividends without Shareholder approval. Such dividends are known as interim dividends and, unlike final dividends, become a debt payable to the Shareholders only upon actual payment.

The Board has historically declared an interim dividend on Ordinary Shares in respect of the first half of a financial year representing a proportion of the total anticipated dividend distribution for the full financial year. If an interim dividend is declared, it is usually paid in July or August with any final dividend being paid in January or February.

Dividends are declared and paid in Pounds Sterling to registered Shareholders.

The dividends (in pence) paid on the Ordinary Shares in respect of the last three years were as follows:

	Dividend per Ordinary Share (pence)
2018 interim dividend	1.5
2017 final dividend	2.5
2017 interim dividend	1.5
2016 final dividend	4.5
2016 interim dividend	1.5
2015 final dividend	4.9
2015 interim dividend	2.5

6. Authorisations relating to the New Ordinary Shares

By an ordinary resolution passed at the Company's annual general meeting held on 25 January 2018, the Directors were authorised generally and unconditionally, in accordance with section 551 of the Companies Act, to exercise all the Company's power to allot shares in the Company or to grant rights to subscribe for, or to convert any security into (a) shares in the Company up to an aggregate nominal amount of £897,600; and (b) comprising equity securities (as defined in section 560(1) of the Companies Act) up to a further aggregate nominal amount of £897,600 in connection with an offer by way of a rights issue to (i) ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and (ii) holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, but subject to such exclusions and other arrangements as the Directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any regulatory body or stock exchange) or any other matter.

In addition, by special resolutions passed at the Company's annual general meeting held on 25 January 2018, the Directors were given:

(1) power pursuant to section 570 of the Companies Act to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by the above ordinary resolution and/or to sell equity securities held as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities and/or sale of treasury shares in connection with an offer or issue of or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of the ordinary resolution above by way of rights issue only) to or in favour of: (i) ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and (ii) holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, but subject to such exclusions and other arrangements as the Directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any regulatory body or stock exchange) or any other matter.

(2) additional power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by the ordinary resolution above and/or to sell ordinary shares held by the Company

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as treasury shares as if section 561 of the Companies Act did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £134,640 and used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this resolution.

(3) Authority, generally and unconditionally, for the purposes of sections 693 and 701 of the Act, to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1p each in the capital of the Company upon such terms and in such manner as the Directors of the Company shall determine, provided that (a) the maximum aggregate number of ordinary shares authorised to be purchased is 26,982,027; (b) the minimum price which may be paid for such ordinary shares is 1p per share (exclusive of expenses); (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share cannot be more than an amount equal to the higher of: (i) 105 per cent. of the average of the closing middle market price for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day the purchase is made; and (ii) the price of the last independent trade and the highest current bid stipulated by the Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulations.

The New Ordinary Shares are not being allotted under these authorities. The New Ordinary Shares are being allotted under the authority to be obtained by the passing of Resolution 2 at the General Meeting and otherwise in accordance with section 561 of the Companies Act.

7. Dates of allocation and settlement

The New Ordinary Shares will be provisionally allotted on 26 June 2018. The provisional allotment is expected to be confirmed on 10 July 2018 and those entitled to New Ordinary Shares are expected to be entered on the Company's register of members on 11 July 2018.

8. Description of restrictions on free transferability

Save as set out below, the New Ordinary Shares are freely transferable.

The Company may, under the Companies Act, send out statutory notices to those it knows or has reasonable cause to believe have an interest in its shares, asking for details of those who have an interest and the extent of their interest in a particular holding of Ordinary Shares. When a person receives a statutory notice and fails to provide any information required by the notice within the time specified in it, the Company can apply to the court for an order directing, amongst other things, that any transfer of the shares which are the subject of the statutory notice is void.

The Directors may also, without giving any reason, refuse to register the transfer of any Ordinary Shares which are not fully paid.

9. Mandatory takeover bids, squeeze-out and sell-out rules

The Company is subject to the City Code. Other than as provided by the City Code and Chapter 3 of Part 28 of the Companies Act, there are no rules or provisions relating to mandatory bids and/or squeeze out and sell-out rules relating to Ordinary Shares.

10. Public takeover bids in the last and current financial year

There have been no public takeover bids by third parties in respect of the share capital of the Company in the last or current financial year.

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11. Taxation

Please see the first Section of Part XVIII (Taxation) for information relating to UK taxation (including a discussion of UK stamp duty and SDRT which is relevant to holders of New Ordinary Shares, irrespective of their tax residence). Please see the second Section of Part XVIII (Taxation) for information relating to US taxation.

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PART XIII

DIRECTORS AND EMPLOYEES

1. DIRECTORS

1.1 The Board

The Board comprises four Non-Executive Directors (including the Chairman) and two Executive Directors. Their names and principal functions are as follows:

Directors	Function
Richard Last	Chairman, Non-Executive Director and member of the Nomination Committee
Mark Shashoua	Chief Executive Officer
Andrew Beach	Chief Financial Officer and Risk Committee Chair
Sharon Baylay	Non-Executive Director, Remuneration Committee Chair and member of the Audit Committee and Nomination Committee
Neil England	Non-Executive Director, Nomination Committee Chair and member of the Audit Committee
Stephen Puckett	Non-Executive Director, Audit Committee Chair and member of the Nomination Committee and Remuneration Committee

There are no family relationships between any members of the Board.

The usual business address of the Directors is ITE Group plc, 105 Salusbury Road, London, NW6 6RG, United Kingdom.

Brief biographical details of the Directors are as follows:

Richard Last (age 60), Non-Executive Chairman of the Board of Directors

Richard joined ITE Group as Chairman and Non-Executive Director on 12 February 2018. Richard is an experienced Chairman, with over 30 years of public company board expertise, particularly in the technology and communications sectors. He is also the Chairman of Gamma Communications plc, which provides voice and data communications solutions in the UK, and Tribal Group plc, an international provider of technology solutions for the education sector.

Richard has extensive experience from his tenures as Chairman and director of a number of companies. He is non-executive Chairman at Lighthouse, a financial advisory platform, and a non-Executive Director at Corero, which provides Distributed Denial of Service attack solutions. His previous experience includes Servelec Group Limited which is a FTSE Small-Cap company, which provides software, hardware and services primarily to the health and social care sectors in the UK. Richard studied Political Theory and Institutions at the University of Sheffield and is a Fellow of the Institute of Chartered Accountants in England and Wales.

In addition to his directorship of the Company and any directorships of Group companies, Richard Last holds or has held in the past five years the following directorships (or positions on administrative, management or supervisory bodies), and is or has been a member of the following partnerships in the past five years:

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Company	Position	Status (Current/ Previous)
APD Communications Limited	Director	Current
APD Mobile Data Limited	Director	Current
Arcontech Group PLC	Director	Current
Blackwell Property Development Limited	Director	Current
British Smaller Companies VCT2 PLC	Director	Current
Corero Network Security PLC	Director	Current
Gamma Communications Plc	Director	Current
Hobbs Hole Limited	Director	Current
Learn Solutions Limited	Director	Current
Lighthouse Group PLC	Director	Current
Longfield Management Company Limited	Director	Current
Lynx Group Limited	Director	Current
Lynx Holdings Limited	Director	Current
Lynx Limited	Director	Current
Sphinx CST (Ireland) Limited	Director	Current
Tribal Group PLC	Director	Current
Waste Management Systems Limited	Director	Current
Arcontech Limited	Director	Previous
Arcontech Solutions Limited	Director	Previous
Cognita Technologies Limited	Director	Previous
Cord Developments Limited	Director	Previous
Lynx IT Communications Limited	Director	Previous
PVG 2007 Limited	Director	Previous
Servelec Group Limited	Director	Previous
The Coombes Estate Ltd	Director	Previous

Mark Shashoua (age 48), Chief Executive Officer

Mark Shashoua was appointed as ITE's Chief Executive Officer in September 2016. He was previously the CEO of i2i Events Group, the event arm of Ascential Plc where he spent five years and led the internationalisation and diversification of the business to what it is today. Mark is a prominent figure in the international events industry and was one of the founding members of the ITE Group in 1991, where he served in senior director roles and as a board director until August 1999. From 2001, he was a co-founder and Chief Executive Officer of Expomedia Group plc and from 2009-2011, Mark was the operating partner of Advent International, a leading private equity fund.

In addition to his directorship of the Company and any directorships of Group companies, Mark Shashoua holds or has held in the past five years the following directorships (or positions on administrative, management or supervisory bodies), and is or has been a member of the following partnerships in the past five years:

Company	Position	Status (Current/ Previous)
Ascential Events Limited	Director	Previous
Sinclair Events Limited	Director	Previous
The Association of Event Organisers Limited	Director	Previous
TRG I2I events group Limited	Director	Previous

Andrew Beach (age 42), Chief Financial Officer

Andrew Beach was appointed as ITE's Chief Financial Officer in October 2016. He is Chair of ITE's Risk Committee. He was previously Chief Financial and Operating Officer of Ebiquity plc, the AIM listed marketing analytics specialists, where he spent nine years overseeing the rapid expansion of the business, which now spans 20 offices in 14 markets and employs over 900 staff. Prior to joining Ebiquity, Andrew spent nine years at PwC as part of the Entertainment and Media assurance practice

where he qualified as a Chartered Accountant (ICAEW) in 2000. Andrew headed up the UK Publishing sector knowledge network and managed a portfolio of large media clients.

In addition to his directorship of the Company and any directorships of Group companies, Andrew Beach holds or has held in the past five years the following directorships (or positions on administrative, management or supervisory bodies), and is or has been a member of the following partnerships in the past five years:

Company	Position	Status (Current/ Previous)
Adtrack Limited	Director	Previous
Ammo (Advance Media & Marketing Opportunities) Limited	Director	Previous
Barsby Rowe Limited	Director	Previous
BCMG Acquisitions Limited	Director	Previous
BCMG Limited	Director	Previous
Billett Consulting Limited	Director	Previous
Billetts International Limited	Director	Previous
Billetts Limited	Director	Previous
Billetts Marketing Investment Management Limited	Director	Previous
Billetts Marketing Sciences Limited	Director	Previous
Billetts Media Consulting Limited	Director	Previous
Brief Information Limited	Director	Previous
Data Management Services Group Limited	Director	Previous
Digireels Limited	Director	Previous
Ebiquity Asia Pacific Limited	Director	Previous
Ebiquity Associates Limited	Director	Previous
Ebiquity PLC	Director	Previous
Ebiquity UK Limited	Director	Previous
Ebiquity US Financing Limited	Director	Previous
Ebiquity US Holdings Limited	Director	Previous
Echo Group Ltd.	Director	Previous
Fairbrother Lenz Eley Limited	Director	Previous
Firmdecisions Group Limited	Director	Previous
Firmdecisions Limited	Director	Previous
FLE Holdings Limited	Director	Previous
Fouberts Place Subsidiary No.4 Limited	Director	Previous
Freshcorp Limited	Director	Previous
Press Advertising Register Limited (The)	Director	Previous
Prominent Pages Limited	Director	Previous
Shots Limited	Director	Previous
Telefoto Monitoring Services Limited	Director	Previous
The Billett Consultancy Limited	Director	Previous
The Communications Trading Company Limited	Director	Previous
The Register Group Limited	Director	Previous
Xtreme Information (USA) Ltd	Director	Previous
Xtreme Information Limited	Director	Previous
Xtreme Information Services Limited	Director	Previous

Sharon Baylay (age 50), Non-Executive Director

Sharon Baylay was appointed a Non-Executive Director of the Company on 1 April 2014, and became Chair of the Remuneration Committee in October 2017. She is non-Executive Director of Restore plc. She was previously the Chairman of Dot Net Solutions, prior to its sale in 2016, non-executive director of Market Tech Limited and Chairman of Exclaimer Limited. From 2009 to 2011 Sharon was Marketing Director and a main board director of the BBC, responsible for all aspects of Marketing, Communications and Audiences. She was also on the Board of BBC Worldwide, Freesat and Digital UK. Prior to the BBC, Sharon held a number of senior roles at Microsoft Corporation over a period of 15 years from 1993 to 2008, including General Manager of the

115

UK Online and Advertising business. Sharon is an advanced coach & mentor, accredited by the Chartered Institute of Personnel and Development (CIPD) and a member of Women in Advertising and Communications, London (WACL).

In addition to her directorship of the Company and any directorships of Group companies, Sharon Baylay holds or has held in the past five years the following directorships (or positions on administrative, management or supervisory bodies), and is or has been a member of the following partnerships in the past five years:

Company	Position	Status (Current/ Previous)
Indigo Blu Investments Limited	Director	Current
Restore Plc	Director	Current
Exclaimer Group (Holdings) limited	Director	Previous
Exclaimer Group Limited	Director	Previous
Vega Technologies Limited	Director	Previous

Neil England (age 63), Non-Executive Director

Neil England was appointed a Non-Executive Director of the Company in March 2008. He has a breadth of sales and marketing experience and an extensive knowledge of ITE's key geographic markets. Neil was formerly Vice President for Mars Incorporated with responsibility for all the CIS countries. More recently, Neil was Group Commercial Director on the main board of Gallaher Group plc. Neil is currently non-executive Chairman of four companies, including BlackRock Emerging Europe plc, an emerging market investment company focused on Eastern Europe. Neil is a Fellow of the Chartered Institute of Marketing.

In addition to his directorship of the Company and any directorships of Group companies, Neil England holds or has held in the past five years the following directorships (or positions on administrative, management or supervisory bodies), and is or has been a member of the following partnerships in the past five years:

Company	Position	Status (Current/ Previous)
Augmentum Fintech PLC	Director	Current
Blackrock Emerging Europe PLC	Director	Current
London & Southern Limited	Director	Current
Regent on the River Limited	Director	Current
The Pallet Network Group Limited	Director	Current
The Pallet Network Limited	Director	Current
TPN Group Holdings Limited	Director	Current*
TPN Group Limited	Director	Current*
Angel Springs Holdings Limited	Director	Previous
Highfield Preparatory School Limited	Director	Previous
Luchford APM Limited	Director	Previous
Promotional Logistics Limited	Director	Previous
Promotional Logistics Retail Limited	Director	Previous
Silverstone Heritage Limited	Director	Previous
Silverstone Holdings Limited	Director	Previous
Silverstone Racing Limited	Director	Previous
Silverstone Racing Limited	Director	Previous

TPN Group Holdings Limited and TPN Group Limited are currently in liquidation.

Stephen Puckett (age 56), Independent Non-Executive Director and chair of the Audit Committee

Stephen Puckett was appointed a Non-Executive Director of the Company on 1 July 2013 and Chairman of the Audit Committee on 30 January 2014. He is a Chartered Accountant with over 20 years' experience as Finance Director of quoted companies. In 2012 Stephen retired from the Board of Page Group plc (formerly Michael Page International plc) after more than eleven years as Group Finance Director, during which time he oversaw a period of significant overseas expansion and growth. Stephen is also currently Chairman of Hydrogen Group plc and a non-executive director of Redcentric plc and chairs its Audit Committee.

In addition to his directorship of the Company and any directorships of Group companies, Stephen Puckett holds or has held in the past five years the following directorships (or positions on administrative, management or supervisory bodies), and is or has been a member of the following partnerships in the past five years:

Company	Position	Status (Current/ Previous)
Hydrogen Group PLC	Director	Current
Redcentric PLC	Director	Current
Kingston Carers' Network	Director	Previous

1.2 Confirmations

Within the period of five years preceding the date of this document, and save as disclosed in Section 1.1 above, none of the Directors:

(a) has any convictions in relation to fraudulent offences;
(b) has been declared bankrupt or entered into an individual voluntary arrangement;
(c) has been a member of the administrative, management, supervisory bodies or director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company) of a company at the time of any bankruptcy, receivership or liquidation of such company; or
(d) has been subject to any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of a company.

None of the Directors was appointed to their respective positions pursuant to arrangements or undertakings with major shareholders, customers, suppliers or others.

No restrictions have been agreed by any Director on the disposal within a certain period of his or her holding in Ordinary Shares.

1.3 Conflicts of interest

Other than as a result of any directorships of the Group, any interests in the share capital of the Company (as set out in Part XIX (Additional Information)) and any share options with the Company (as set out in Part XIX (Additional Information)), none of the Directors has any potential conflicts of interests between their duties to the Company and their private interests or other duties.

INTERESTS OF DIRECTORS

2.1 Directors' shareholdings

At 5 June 2018 (being the latest practicable date prior to the publication of this document), the Directors collectively held 480,785 Existing Ordinary Shares.

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The interests (all of which are beneficial unless otherwise stated) of the Directors (including family interests) in the share capital of the Company or (so far as is known or could with reasonable diligence be ascertained by the relevant Director) interests of a person connected with a Director so far as is known to or could, with reasonable diligence, be ascertained by the relevant Directors at 5 June 2018 (being the latest practicable date prior to the date of this document), and as they are expected to be immediately following completion of the Rights Issue (assuming each of the Directors take up their entitlements under the Rights Issue in full as they intend to do so) are as follows:

	At 5 June 2018		Immediately following completion of the Rights Issue
	Existing Ordinary Shares	Percentage of issued share capital	Existing Ordinary Shares and New Ordinary Shares	Percentage of issued share capital
Richard Last	56,750	0.021%	156,062	0.021
Mark Shashoua	338,735	0.126%	931,521	0.126
Andrew Beach	15,000	0.005%	41,250	0.006
Sharon Baylay	10,300	0.003%	28,325	0.004
Neil England	50,000	0.019%	137,500	0.019
Stephen Puckett	10,000	0.004%	27,500	0.004

Linda Jensen, a former Non-executive Director who retired from the Board in April 2018 also held 5,000 shares as at 10 April 2018.

The Directors, as employees and potential beneficiaries also have an interest in 1,024,936 shares held by the ESOT at 31 May 2018. The ESOT held 1,830,085 ordinary shares at 29 May 2018.

2.2 Options and Deferred Bonus Awards

In addition to their interests as detailed above, the Directors held the following options in respect of Ordinary Shares and awards of Ordinary Shares under the terms of the ITE Share Plans at 5 June 2018, being the latest practicable date prior to the publication of this document.

2014 Employee's PSP Awards Outstanding

Date of award	No. of shares under award	Share price of shares on grant (pence)	End of performance period over which performance conditions must be met
Mark Shashoua
16 June 2017	434,083	155.5	30 September 2019
4 December 2017	256,077	181	30 September 2020
Total	690,160
Andrew Beach
16 June 2017	215,273	155.5	30 September 2019
4 December 2017	119,503	181	30 September 2020
Total	334,776

Deferred Bonus Awards Outstanding

Date of award	No. of shares under award	Share price of shares on grant (pence)	End of period over which employment conditions must be met
Mark Shashoua
4 December 2017	99,273	181	4 December 2020
Total	99,273
Andrew Beach
4 December 2017	45,445	181	4 December 2020
Total	45,445

No consideration was payable in respect of the grant of any of these options or awards.

3. DIRECTORS' SERVICE CONTRACTS, LETTERS OF APPOINTMENT AND EMOLUMENTS

3.1 Base salary and fees

The table below sets out a single figure for the total remuneration received by each Director for the year ended 30 September 2017 and the prior financial year.

Executive Directors	1. Base salary/fees		2. Benefits¹		3. Pension		4. Annual bonus²		5. Long-term incentives³		Total remuneration
	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016
	£000	£000	£000	£000	£000	£000	£000	£000	£000	£000	£000	£000
Mark Shashoua	450⁴	38	1	1	45	4	539	0	0	0	1,035	43
Andrew Beach	247⁴	0	1	0	25	0	247	0	0	0	520	0
Former Executive Directors
Russell Taylor⁵	0	450	0	1	0	45	113	122	0	0	113	618
Non-executive Directors
Marco Sodi	163	160	-	-	-	-	-	-	-	-	163	160
Sharon Baylay	46	46	-	-	-	-	-	-	-	-	46	46
Neil England	76	48	-	-	-	-	-	-	-	-	76	48
Linda Jensen	58	55	-	-	-	-	-	-	-	-	58	55
Stephen Puckett	53	52	-	-	-	-	-	-	-	-	53	52

Taxable benefits include private medical insurance contributions.
Annual bonus paid for performance over the relevant financial year. These shares will be held in the ITE Group Employees' Share Trust. The entire 2016 bonus was payable in cash.
There was no vesting of long-term incentive awards in relation to performance periods concluding 30 September 2017 or 2016.
This is a pro-rated amount of Mark Shashoua's annual salary as he was appointed to the Board on 1 September 2016.
This is a pro-rated amount of Andrew Beach's annual salary as he was appointed to the Board on 17 October 2016.
As detailed in last year's Directors' Remuneration Report, Russell Taylor ceased to be an Executive Director of the Company on 31 August 2016 as part of an orderly leadership transition.

As both Mark Shashoua and Andrew Beach were appointed in 2016, they were not eligible for a pay review during the financial year ended 30 September 2017.

A former Non-Executive Director, Marco Sodi, resigned as Chairman on 11 July 2017 and left the Board with effect from 11 October 2017. Marco continued to receive his fee on a monthly basis until 11 January 2018, pursuant to the terms of his letter of appointment, which included a six month notice period.

A former Executive Director, Russell Taylor, ceased to be an Executive Director of the Company on 31 August 2016 as part of an orderly leadership transition. As he remained in active employment in the transition period between 1 October 2016 and 31 December 2016 prior to taking garden leave, he remained eligible to earn a pro rata bonus based on pre-set performance targets, and in

respect of this, £113,000 was paid wholly in cash as per the Group's policy for non-PLC Directors. He was not eligible to be considered for a bonus for the period when he was on garden leave from 1 January 2017.

Including such payments, in the year ended 30 September 2017, the aggregate total remuneration paid (including contingent or deferred compensation) and benefits in kind granted (under any description whatsoever) to the Directors by members of the Group was £2,064,000.

3.2 Bonuses and benefits in kind

During the 2017 financial year, the ITE Group made pension contributions equal to 10 per cent. of each Executive Directors' salary for the relevant pro rata period of their employment. Benefits were provided in line with Policy.

Former Executive Director Russell Taylor had outstanding long term incentive awards granted in 2014, 2015 and 2016, which, consistent with the rules of the relevant plans and the Company's Remuneration Policy, the Committee exercised its discretion to allow to vest at the end of their respective performance periods subject to applicable performance conditions being satisfied, and subject to time pro rata to reflect Russell Taylor's actual service during the applicable performance period. The performance targets for the 2014, 2015 and 2016 awards were not met and consequently those awards will not vest.

No Director received any expense allowances chargeable to UK income tax or compensation for loss of office/termination payment.

The Non-Executive Directors did not receive any bonus payments or benefits. For the year ended 30 September 2017, the total amount set aside or accrued by the Group for bonus payments achieved in line with the Company's Executive Bonus Plan was £539,000 for Mark Shashoua and £247,000 for Andrew Beach. In line with the Company's Remuneration Policy, a third of the value received under the Group's Bonus Plan by the two Executive Directors will be deferred into shares, to be held in the ITE Group Employees' Share Trust.

3.3 Retirement benefits

The retirement benefits of the Executive Directors, including the amount accrued by the Group to provide pension, retirement or similar benefits for the year ended 30 September 2017 are set out at Section 3.1 of this Part XIII.

Non-Executive Directors are not provided retirement benefits by the Group.

For the year ended 30 September 2017, the total amount set aside or accrued by the Group to provide pension, retirement or other benefits to the Directors was £70,000, which is 10 per cent. of each Executive Director's salary for the relevant pro rata period of their employment.

3.4 Service contracts and letters of appointment

Executive Director service contracts have no fixed term and have a notice period of up to 12 months from either the Executive Director or the ITE Group.

The Non-Executive Directors have letters of appointment reflecting their responsibilities and commitments, pursuant to which they are appointed for an initial three-year term which may be extended for one or more specific periods, subject to the approval of shareholders as the Group adopted the best practice principle that all directors offer themselves up for annual re-election at an Annual General Meeting. The Non-Executive Directors' letters of appointment contain a one-month notice period.

Save as mentioned above, there are no service agreements between any Director and any member of the ITE Group.

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Key details of the contracts of employment of each Director are set out below:

Name	Date of Appointment	Notice Period
Richard Last	12 February 2018	One Month
Mark Shashoua	1 September 2016	12 Months
Andrew Beach	17 October 2016	12 Months
Sharon Baylay	24 March 2014	One Month
Neil England	18 March 2008	One Month
Stephen Puckett	16 May 2013	One Month

Any proposals for the early termination of the service contracts of Executive Directors are considered by the Nomination Committee taking into account the law and the contractual terms of the relevant service contracts. The Nomination Committee's policy is to limit severance payments on termination to pre-established contractual arrangements and the rules of the relevant incentive plans. In doing so, the Nomination Committee's objective is to avoid rewarding poor performance. Furthermore, the Nomination Committee will take account of the Executive Director's duty to mitigate his loss.

Termination payments are limited to base salary, benefits and pension during the notice period and the Company may elect to make a payment in lieu of notice. If an Executive Director's contract is terminated, he may be eligible for a pro rata annual bonus over the period to the date of cessation of employment, subject to performance.

In addition to the contractual provisions regarding payment on termination set out above, the ITE Group's incentive plans and share schemes contain provisions for termination of employment. Unless an individual is a good leaver under the terms of the incentive plans (e.g. if they leave for reasons of death, injury, ill-health, disability, redundancy, part of the business in which the individual is employed or engaged ceasing to be a member of the ITE Group, circumstances that are considered by the Nomination Committee to be retirement, or any other reason as the Nomination Committee decides), entitlements to incentives are lost on cessation of employment. In good leaver circumstances, an individual may remain eligible to participate in the incentive but following the application of performance targets and a pro rata reduction unless the Nomination Committee determines otherwise. Awards may remain eligible to vest.

4. BOARD PRACTICES

4.1 Introduction

The UK Corporate Governance Code recommends that at least half the members of the board of directors (excluding the chairman) of a public limited company incorporated in the United Kingdom should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement. The Group is currently in compliance with the UK Corporate Governance Code.

Although the Articles require one-third of the Directors to retire by rotation at each Annual General Meeting of the Company, the UK Corporate Governance Code recommends that all Directors stand for annual re-election or election by shareholders. Accordingly, in compliance with the UK Corporate Governance Code, with effect from January 2011, all the Directors have submitted themselves for re-election by Shareholders at each Annual General Meeting and intend to maintain that practice in future.

Currently, the Board is composed of six members, consisting of the Non-Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and three Independent Non-Executive Directors.

The roles of the Chairman and Chief Executive are distinct and separate, with a clear division of responsibilities. The Chairman leads the Board and is responsible for ensuring the effective engagement and contribution of all Non-Executive and Executive Directors. The Chief Executive has responsibility for all Group businesses in accordance with the authority delegated by the Board. Responsibility for the development of policy and strategy and operational management is delegated to the Chief Executive and other Executive Directors.

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The Board has established Nomination, Audit, Remuneration and Risk Committees, with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

4.2 Nomination Committee

Neil England (Chair), Stephen Puckett, Richard Last and Sharon Baylay

The Nomination Committee comprises four independent Non-Executive Directors. The Committee is chaired by Neil England. It is required to meet at least twice annually and additionally, as and when required.

The Committee's role is to ensure that the Board has the appropriate skills, knowledge and experience to operate effectively and deliver the Company's strategy. It is responsible for reviewing the size, structure and composition of the Board. The Committee considers and makes recommendations about new appointments to the Board which are based on merit and against objective criteria, including the time available to, and the commitment which will be required of, the candidate. It is also responsible for ensuring that any such appointment process is formal, rigorous and transparent.

4.3 Audit Committee

Stephen Puckett (Chairman), Sharon Baylay and Neil England

The Audit Committee comprises three independent Non-Executive Directors. It is required to meet a minimum of three times a year at appropriate intervals in the financial reporting and audit cycle, and additionally, as and when required.

Only members of the Committee have the right to attend Committee meetings, however the external auditor and Chief Financial Officer may be invited to attend meetings on a regular basis, and other non-members may be invited to attend all or part of any meeting as and when appropriate.

The Committee's role is to monitor the integrity of the financial statements of the Company, review and challenge and gain assurance around the processes that support financial reporting, including risk management; internal control; and legal and regulatory compliance in relation to the work of the Committee together with the financial reporting itself.

The Committee's principal responsibilities include:

(a) monitoring the integrity, consistency and key accounting judgements made by management and the external and internal auditors, to ensure that the quality of the Company's financial reporting is maintained, including going concern, in the Company's half- and full-year financial statements;

(b) examining the performance of the external and internal auditors, their objectivity, effectiveness, and independence; and

(c) monitoring the effectiveness of the Group's risk management and internal control systems, including analysing and challenging the results of internal audit reviews and management's plans to resolve any actions arising from such reviews.

4.4 Remuneration Committee

Sharon Baylay (Chair) and Stephen Puckett

The Remuneration Committee comprises two independent Non-Executive Directors. It is required to meet at least three times a year, and additionally, as and when required. In practice, it often meets more frequently.

The Committee's role is to determine the remuneration policy for the Company's Chairman, the Executive Directors, the Company Secretary and members of the senior management board, including pension rights, share incentive plans and any compensation payments, and to balance appropriate reward with the success of the business and the creation of long-term shareholder value.

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Within the terms of the Shareholder approved remuneration policy, the Committee determines the total individual remuneration package of each of the above named roles. The remuneration of Non-Executive Directors is a matter for the Chairman and the Directors. In addition, the Committee is responsible for ensuring that provisions regarding disclosure of remuneration are fulfilled.

No Director is involved in decisions as to his or her own remuneration.

4.5 Risk Committee

Andrew Beach (Chair)

The Risk Committee comprises the General Counsel, the Chief Operating Officer, the HR Director and the IT Director and the Company Secretary. The Committee is chaired by the Chief Financial Officer. It is required to meet at least twice annually.

The Committee's role is to develop and maintain the Company's overall risk appetite, tolerance and strategy; to advise the Board of the risks to which the Company may be exposed; to review the capabilities within the Company's management to identify and manage new risks and assess the steps to mitigate them; and to obtain and maintain reasonable assurance that the Group's financial risks are effectively managed and controlled.

5. EMPLOYEES

In order to ensure that it remains an attractive employer, the Company provides employees with a sponsored training programme including custom designed leadership and management development programmes to help develop a high performing culture and support employee's career development.

The Group recognises the importance of diversity amongst its employees and is committed to ensuring that employees are selected and promoted on the basis of merit and ability, regardless of age, gender, race, religion, sexual orientation or disability.

All senior staff are eligible to receive share options or awards under the Employee's Performance Share Plan as the Company believes in the importance of employees taking an active part in the success of the Group and sharing in the long term value they help to create.

The Company recognises the need to provide a safe working environment for employees, exhibitors and visitors at the Group's events. As such each office is responsible for ensuring that their business operates in compliance with Group policies and employees receive the relevant local health and safety training appropriate to their role. Staff from all regions with lead responsibility for the operation of the Group's exhibitions on site also attend training courses.

The average monthly number of employees of the Group for each financial year for the period covered by the historical financial information is as follows:

(a) 1,036 in the 2015 financial year;
(b) 1,340 in the 2016 financial year;
(c) 1,393 in the 2017 financial year.

At 31 March 2018, the Group had 1,383 employees.

6. PENSION BENEFITS

The Group operates defined contribution plan for eligible employees in multiple regions. Contributions payable are charged to the Group's income statement as they fall due as an operating expense.

7. ITE SHARE PLANS

The Company operates the following ITE Share Plans:

7.1 Employees' Performance Share Plan 2014 (as amended) (the "PSP") and the Key Contractors' Performance Share Plan 2014 (as amended) (the "KCP")

General

The PSP and the KCP are administered by the Remuneration Committee. With the exception of the persons to whom Awards may be granted (see "Eligibility" below), the commercial terms of the KCP broadly mirror those of the PSP. Where these differ, the difference is explained below.

Eligibility

Employees (including executive directors) of the Company are eligible to participate in the PSP at the discretion of the Remuneration Committee. The PSP is intended to be the only long-term incentive arrangement in which executive directors of the Company participate.

Contractors and other non-employees of the Company and its subsidiaries may be granted Awards under the KCP at the discretion of the Remuneration Committee.

Grant of Awards

Awards take the form of a right to acquire Ordinary Shares for nil consideration or for consideration equal to the nominal value of any Ordinary Share (as determined by the Remuneration Committee).

The Remuneration Committee may grant Awards during the period of 42 days commencing on: (a) the date on which the PSP and KCP were approved by the Shareholders; (b) the date of the preliminary announcement of the Company's annual results or the announcement of its half-yearly results in any year; or (c) any other time fixed by the Remuneration Committee where in its discretion, circumstances are considered to be exceptional so as to justify the grant of Awards.

Awards may be satisfied from newly issued shares, treasury shares or, only in the context of the PSP, by the ESOT (where such shares are acquired by the ESOT from new issue or from market purchase). The Remuneration Committee has a discretion to satisfy Awards in cash (see "Settlement of Awards" below).

The PSP and the KCP will expire on 30 January 2024, being the tenth anniversary of the date on which the PSP and the KCP were approved by the Shareholders. Further Awards may not be granted after this date.

Plan limits

On a given date, the total number of shares issued or transferred from treasury (or capable of issue or transfer from treasury) in respect of Awards granted in the preceding ten-year period, under the PSP and the KCP or in respect of options, awards or other rights granted in under any other share plans operated by the Company (whether for employees or consultants), shall not exceed 10 per cent. of the ordinary share capital of the Company in issue at that time.

In addition to the limit described above, the total number of shares issued or transferred from treasury (or capable of issue or transfer from treasury) in respect of Awards granted in the preceding ten-year period, under the PSP and the KCP or in respect of options, awards or other rights granted in under any other discretionary share plans operated by the Company as opposed to an all-employee share plan, shall not exceed 5 per cent. of the ordinary share capital of the Company in issue at that time.

For the avoidance of doubt, options, awards or other rights that are satisfied, or which are intended to be satisfied, from shares purchased in the market (including shares transferred from the ESOT that were originally acquired from the market) shall not be taken into account for the purposes of applying these limits.

Individual limits

In general, each individual's participation is limited so that, in any one financial year of the Company, the aggregate market value of shares subject to all Awards (calculated as at the date of grant of each Award) granted to the individual under the PSP and the KCP in that financial year, and all options or

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awards granted to the individual under any other discretionary share plan operated by the Company in that financial year, will not exceed 150 per cent. of the individual's base salary (or, in the case of the KCP, the individual's base annual service fee) at the date of grant. This individual limit can be exceeded (up to an absolute limit of 200 per cent. of the individual's base salary) in circumstances that the Remuneration Committee considers to be exceptional.

Vesting

The Remuneration Committee has a discretion at the time of grant of an Award to determine the basis on which an Award will vest and become exercisable. Ordinarily, an Award will not be capable of being exercised before the third anniversary of its date of grant.

Performance conditions

The extent of vesting of Awards granted to participants will be determined by the achievement of performance conditions (set by the Remuneration Committee when Awards are granted) which are attached to the Award.

The Remuneration Committee may vary the performance conditions applying to any outstanding Award if an event occurs which causes the Remuneration Committee to consider that it would be appropriate to do so. In the case of any Awards held by the executive directors, the Remuneration Committee must be satisfied that the varied conditions are fair and reasonable and not materially less challenging than the original conditions would have been but for the event in question.

Settlement of Awards

On vesting, an Award shall become exercisable. On exercise of an Award, the Company will issue or arrange the transfer of the appropriate number of Ordinary Shares upon payment of the aggregate nominal exercise price (if any). Alternatively, the Remuneration Committee may settle any vested Award in cash (the amount of which will relate to the market value of the Ordinary Shares as at the date of exercise).

On the grant of an Award, the Remuneration Committee may determine that the Award benefits from dividend equivalent payments. If it does and during the vesting period of an Award the Company pays any dividends then, on the vesting of the Award, and at the discretion of the Remuneration Committee, either:

(a) the Award shall vest as to a number of additional shares that have a value equal to total value of the dividends that would have been paid during the vesting period on the shares in respect of which the Award vests; or
(b) the Award holder shall, on the date of exercise of the Award, be entitled to receive a cash payment equal to the value of the dividends that would have been paid during the vesting period on the shares in respect of which the Award vests.

Cessation of employment

An Award will normally lapse upon an Award holder ceasing to be employed by the Company or by one of its subsidiaries. If, however, an Award holder's employment ceases:

(a) due to injury, ill-health or disability (in each case evidenced to the satisfaction of the Remuneration Committee); or
(b) in the case of Awards granted pursuant to the PSP, due to redundancy, in circumstances considered by the Remuneration Committee in its discretion to be retirement or upon the transfer out of the Group of a company or business by which the Award holder is employed; or
(c) in any other circumstance determined by the Remuneration Committee to be one in which the Award should not automatically lapse, an Award held by that individual will not lapse. Instead, the Award will vest depending on:

(i) the extent to which the performance targets are met; and

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(ii) unless the Remuneration Committee in its discretion determines otherwise, the length of time from the start of the applicable period over which the performance target is measured to the date of cessation of employment.

Where the employment ends before a performance target has been assessed, vesting will usually be deferred until the end of the applicable period over which the performance target is measured. Alternatively, and in appropriate circumstances, the Remuneration Committee may determine that an Award shall vest before the end of such period. In which case, the performance targets shall be assessed on such modified basis as the Remuneration Committee determines to be appropriate to reflect the shorter performance period. In either case, the Award must be exercised within 12 months of vesting.

If an Award holder's employment ceases due to death, an Award held by that individual will vest and may, subject to the satisfaction of the applicable performance target assessed up to the date of death (assessed on such modified basis as the Remuneration Committee determines to be appropriate to reflect the shorter performance period), be capable of exercise for a period of 12 months from the date of the death. Unless the Remuneration Committee in its discretion determines otherwise, the number of shares in respect of which the Award may be exercised will depend on the length of time from the start of the applicable period over which the performance target is measured to the date of the Award holder's death.

Takeover events

In the event of a takeover, scheme of arrangement or winding-up of the Company, Awards will vest early depending on:

(a) the extent to which the performance targets have been met as at the date of the takeover, scheme of arrangement or winding-up of the Company in question (assessed on such modified basis as the Remuneration Committee determines to be appropriate to reflect the shorter performance period); and

(b) unless the Remuneration Committee in its discretion determines otherwise, the length of time from the start of the applicable period over which the performance target is measured to the date of the takeover, scheme of arrangement or winding-up of the Company in question.

Other Award terms

Awards are not capable of transfer or assignment. Benefits obtained under the new PSP are not pensionable. Before exercise of an Award, Award holders have no voting or other rights in relation to the shares subject to those Awards. Ordinary Shares transferred on the exercise of an Award shall be transferred without the benefit of any rights attaching to the shares by reference to a record date preceding the date of exercise.

Adjustment of Awards

The number of shares under Award, their nominal value and the exercise price of an Award may be adjusted by the Remuneration Committee in the event of any alteration to the share capital of the Company, a rights issue, a demerger or a special dividend.

Clawback

The rules of the PSP and the KCP include 'clawback' provisions that apply where it is discovered before the later of the first anniversary of the vesting date of an Award and completion of the next audit of the Company's accounts after such date that there has been a material misstatement in the financial results of the Company or a fraud is discovered, and such misstatement or fraud has resulted in an Award under the PSP and/or the KCP vesting to a greater extent than it otherwise should have done ("Excessive Award"). In these circumstances, the Remuneration Committee may:

(a) make reductions (up to the value of the Excessive Award) to other Awards held by the Award holder in question which would otherwise vest under the PSP or the KCP; and/or

(b) make reductions (up to the value of the Excessive Award) to other options or awards or the amount of any cash award granted to the Award holder in question which would otherwise vest

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under any other incentive plan operated by any member of the Group (including discretionary cash bonus plans); and/or

(c) require the Award holder in question to pay an amount equal to the value of the Excessive Award which has not otherwise been recovered (after taking into account any income tax and social security paid by the Award holder in relation to the Excessive Award).

Administration and amendment

The Board may amend the provisions of the PSP or the KCP. The rules of the PSP and the KCP which relate to:

(a) the persons to whom Awards may be made;
(b) the limits on the number of shares which may be issued;
(c) the maximum entitlement of any Award holder; and
(d) the basis for determining an Award holder's entitlement to shares or Awards and for the adjustment thereof following any increase or variation in the share capital of the Company,

cannot be amended to the advantage of any Award holder or potential Award holder without the prior approval of the Company in general meeting except for minor amendments to benefit the administration of the PSP and the KCP, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award holders, the Company or any subsidiary of the Company.

7.2 ITE 2009 Discretionary Share Option Scheme (as amended) (the "Discretionary Scheme")

General

The Discretionary Scheme is divided into two parts, Part A and Part B, and provides for the grant of HMRC approved options (which are granted under Part A) and unapproved options (which are granted under Part B). Approval for Part A was obtained from HMRC. Save to the extent required in order to obtain and retain the tax qualifying status of Part A, the provisions of Parts A and B are identical in all material respects. The Discretionary Scheme is administered by the Remuneration Committee of the Company's board of directors and will expire on 26 February 2019, being ten years from the date of adoption of the Discretionary Scheme.

Eligibility

Options may be granted to employees and directors (who must be full-time directors for the purposes of options granted under Part A) of the Company or any of its subsidiaries selected at the absolute discretion of the Remuneration Committee. It is not, however, intended that executive directors of the Company will normally be granted options under the Discretionary Scheme.

Grant of options

The Remuneration Committee may grant options to acquire Ordinary Shares during the period of 42 days, commencing on: (a) the date on which the Discretionary Scheme is adopted; (b) the date on which the Company announces its financial results for any period; (c) the date on which the Remuneration Committee believes that exceptional circumstances exist which justify the grant of Options; or (d) the date of lifting of any Dealing Restrictions which prevented the grant of an Option during any period specified above.

Options are not pensionable and no payment is required for the grant of an option. Options are personal to the participant and may not be transferred, except on death.

Option price

The option price payable on the exercise of an option shall not be less than the closing mid-market quotation for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) at the close of business on the Dealing Day immediately preceding the date of grant, or if the Board

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so determines, the average of such quotations at the close of business on the three Dealing Days immediately preceding the date of grant.

Overall limits

On a given date, the total number of Ordinary Shares issued or transferred from treasury (or capable of issue or transfer from treasury) in respect of Options granted under the Discretionary Scheme or any other share incentive scheme operated by the Company in the preceding ten-year period shall not exceed 10 per cent. of the ordinary share capital of the Company in issue at that time.

Individual limits

The Remuneration Committee may from time to time specify a limit which will apply to the maximum aggregate market value (as at the date of grant) of Ordinary Shares which may be put under Option under the Discretionary Scheme. No option shall be granted to an employee in excess of this limit without the prior approval of the Remuneration Committee.

An option may not be granted to an individual under Part A of the Discretionary Scheme if, or to the extent that, it would cause the total market value of ordinary shares under options granted to that individual under Part A of the Discretionary Scheme and any other approved share option scheme established by the Company, a group company or any associated company to exceed £30,000 or such other limit as may be imposed by statute.

Exercise of options

When granting an option, the Remuneration Committee will specify the date from which the option may be exercised. Generally this will be three years from the date of grant, although the Remuneration Committee may specify a longer period (and, if appropriate, more demanding performance targets) where it intends to grant a more stretching form of incentive. Options will normally only become exercisable if and to the extent that any performance targets have been satisfied.

It is intended that the performance target which will normally apply to the exercise of options will be either based upon the Company's total shareholder return relative to a peer group or the Company's earnings per share performance.

To the extent that the Option has not been exercised, it will cease to be exercisable and will lapse on the date ten years after its date of grant or such other shorter period determined by the Remuneration Committee at the date of grant.

Leaving the Group

An Option will generally lapse upon a participant ceasing to be employed by the Company or one of its subsidiaries. If, however, a participant ceases to be an employee:

(a) due to injury, ill-health or disability (in each case evidenced to the satisfaction of the Remuneration Committee); or
(b) due to redundancy, or circumstances considered by the Remuneration Committee to be retirement in accordance with the Company's normal retirement policies or upon the transfer out of the Group of a company or business by which the participant is employed; or
(c) in any other circumstances determined by the Remuneration Committee to be one in which the Option should not lapse. Instead the Option will vest depending on:

(i) the extent to which the performance targets are met; and
(ii) unless the Remuneration Committee its discretion fairly and reasonably determines the length of time from the start of the applicable period over which the performance target is measured to the date of cessation of employment.

General offer or scheme of arrangement

If there is a change of control of the Company, Options can be permitted to be exercised in full within the following six month period, although the Remuneration Committee will have discretion to take into

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account such factors it believes to be relevant in determining the extent to which options will be exercisable in these circumstances, including performance targets applying to the options. Alternatively, with the agreement of the acquiring company, the participants may exchange their options for equivalent options to acquire shares in the acquiring company or its parent company.

Rights attaching to ordinary shares

Until options are exercised, participants have no voting or dividend rights in respect of the ordinary shares which are the subject of their options. Ordinary Shares acquired under the Discretionary Scheme following the exercise of an option will rank equally in all respects with the ordinary shares then in issue except that they shall not benefit from any rights attaching to the shares by reference to a record date preceding the date of exercise.

Adjustment of options

If there is a variation in the Company's share capital then the Board may make such adjustment as it considers necessary to the number of Ordinary Shares under option and the option price provided that the total market value of the Ordinary Shares subject to the option is substantially the same immediately after the adjustment as it was immediately before the adjustment and the total acquisition price immediately after the adjustment is substantially the same as it was immediately before the adjustment.

Alteration of the Discretionary Scheme

The Remuneration Committee may at any time amend the Discretionary Scheme in any respect provided that no amendment to the advantage of participants may be made to the provisions relating to:

(a) who can be a participant;
(b) the limits on the number of shares which can be issued under the Discretionary Scheme;
(c) the basis for determining a participant's entitlement to shares and the terms on which they can be acquired;
(d) any adjustment in the event of a variation in the Company's share capital without the prior approval of the shareholders in general meeting (unless the amendment is minor and made to benefit the administration of the Discretionary Scheme), to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment.

Any amendment which adversely affects the subsisting rights of the participants cannot be made unless the participants give their consent as required under the Company's articles of association. Any amendment to a key feature of Part A of the Discretionary Scheme must also be agreed in advance with HMRC.

Overseas jurisdictions

Additional schedules to the rules can be incorporated to operate the Discretionary Scheme outside the UK. These schedules can vary the rules of the Discretionary Scheme to take account of any securities, exchange control or taxation laws or regulations. The shares issued for these purposes will count towards the overall limit of shares issued under the Discretionary Scheme.

7.3 ITE Employees' Share Trust (the "ESOT")

The ESOT is a discretionary trust established by the Company to facilitate the operation of the ITE Share Plans. Beneficiaries of the ESOT include employees and former employees of the Group. The trustee of the ESOT may grant options and awards to acquire Ordinary Shares to eligible employees under the ITE Share Plans (having consulted with the Board or the Remuneration Committee (as appropriate)). The trustee may purchase Ordinary Shares in the open market and new Ordinary Shares may be issued by the Company to the trustees. Awards and options granted under the ITE Share Plans may be satisfied using the Ordinary Shares transferred out of the ESOT to participants.

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The number of Ordinary Shares held by the trustee of the ESOT shall not exceed 5 per cent. of the total number of Ordinary Shares in issue from time to time save that for this purpose, any Ordinary Shares in respect of which a beneficial interest has been transferred to a Beneficiary shall be left out of account. As at 5 June 2018 (being the latest practicable date prior to the publication of this document) the ESOT held 1,830,085 Ordinary Shares.

7.4 ITE Deferred Share Bonus Plan 2017 (the "DSBP")

Eligibility

A Deferred Bonus Award shall be made only to employees (including executive directors) selected at the discretion of the Remuneration Committee.

Grant of awards

The Remuneration Committee may grant a Deferred Bonus Award: (a) during the period of 42 days following the date of approval of the DSBP; (b) during the period of 42 days beginning with the Dealing Day following an announcement of the results of the Company for any period; or (c) on any other date on which the Remuneration Committee believes that exceptional circumstances exist which justify the grant of the Deferred Bonus Award at that time.

No Deferred Bonus Award may be made after ten years of the date of approval of the DSBP.

Deferred Bonus Awards are not pensionable and no payment is required for the grant of a Deferred Bonus Award. Deferred Bonus Awards are personal to the award holder and may not be transferred, except on death.

Value and structure of the Deferred Bonus Award

Deferred Bonus Awards will be made over such whole number of Ordinary Shares calculated by dividing the relevant amount of the specified position of the annual bonus (if any) due to the relevant prospective award holder in relation to the relevant financial year by the average price of an Ordinary Share (as determine by the Remuneration Committee) during a period determined by the Committee of not more than five Dealing days ending with the Dealing Day before the date of the Deferred Bonus Award.

The maximum value of a Deferred Bonus Award shall, unless the committee determines otherwise, be an amount equal to 33 per cent. of the annual bonus for the relevant financial year. A Deferred Bonus Award shall vest in full on the third anniversary of the date on which a Deferred Bonus Award is made subject to the award holder being an employee on that date (or in good leaver circumstances as described further below).

The Ordinary Shares subject to the Deferred Bonus Award are held in the ESOT.

Satisfaction of a Deferred Bonus Award

The Company shall transfer, or procure the transfer of, to the award holder the Ordinary Shares in respect of which a Deferred Bonus Award has vested within 30 days of the date of vesting. No new Ordinary Shares may be issued or treasury shares transferred to satisfy a Deferred Bonus Award.

The Remuneration Committee may, in its discretion, settle any Deferred Bonus Award by making a cash payment to the award holder equal to the market value (as determined by the Remuneration Committee) of the Ordinary Shares in respect of which it has vested.

Recovery and Withholding

The Remuneration Committee may operate recovery and withholding provisions on payments made under the annual bonus plan before the later of (a) the first anniversary of the payment of the cash element of the relevant annual bonus and (b) the completion of the audit of the Company's account for the relevant financial year in the event of a fraud or material misstatement of results being identified in relation to the year in which the bonus was earned. The Remuneration Committee may recover all

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or part of the additional value by reducing the number of Ordinary Shares subject to any Deferred Bonus Award.

Leavers and change of control

If an award holder ceases employment due to death, injury or disability, redundancy, retirement, his office or employment being with a company which ceases to be a member of the Group or any other reason considered appropriate by the Remuneration Committee, his Deferred Bonus Award shall vest in full on the third anniversary of the date on which a Deferred Bonus Award is made or any earlier date as determined by the Remuneration Committee in its discretion.

If an award holder ceases employment for any other reason than those set out above, the Deferred Bonus Award shall lapse on the date on which the award holder ceases employment.

Dividend equivalents

The Remuneration Committee may determine that the award holders will receive a payment (in cash and/or Ordinary Shares) on or before the Deferred Bonus Award date, of an amount equivalent to the dividends payable on vested Ordinary Shares between the date of grant and the vesting of an award.

Variation of capital

The number of Ordinary Shares subject to a Deferred Bonus Award may be adjusted in such manner as the Remuneration Committee sees fit in the event of a demerger or payment of a special dividend or similar event that would otherwise materially affect the value of an Ordinary Shares, or if there is any variation in the share capital of the Company.

Amendment

The Remuneration Committee may alter and amend the provisions of the DSBP in any respect provided that the subsisting rights of the award holders would not be adversely affected (unless the alteration or amendment is in opinion of the Remuneration Committee, a minor amendment to benefit the administration of the DSBP) or to take account of change in legislation).

Overseas plans

The Company may establish further plans for overseas territories, any such plan to be similar to the DSBP, but modified to take account of local tax, exchange control or securities laws.

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PART XIV

OPERATING AND FINANCIAL REVIEW OF THE ITE GROUP
AND ASCENTIAL EXHIBITIONS BUSINESS

PART A: OPERATING AND FINANCIAL REVIEW OF THE ITE GROUP

The following is a discussion of ITE Group's results of operations and financial condition for the years ended 30 September 2015, 2016 and 2017 as well as the six months ended 31 March 2017 and 2018. Prospective investors should read the following discussion, together with the whole of this document and any documents incorporated by reference herein, including Risk Factors, ITE Group's historical consolidated financial statements and the related notes included in Part XV (Historical Financial Information Relating to ITE Group) and should not just rely on the key or summarised information contained in this Part XIV (Operating and Financial Review for ITE Group and Ascential Exhibitions Business).

This part contains "forward-looking statements". Those statements, although based on assumptions that the Directors consider to be reasonable, are subject to risks, uncertainties and other factors that could cause the Company's future results of operations or cash flows to differ materially from the results of operations or cash flows expressed or implied in such forward-looking statements. Among the important factors that could cause ITE Group's actual results, performance or achievements to differ materially from those expressed in such forward-looking statements are those in the sections headed "Forward-Looking Statements" and "Risk Factors" in this document. All statements other than statements of historical fact, such as statements regarding ITE Group's future financial position, risks and uncertainties related to the Group's business, plans and objectives for future operations, are forward looking statements.

OVERVIEW

ITE Group is one of the world's leading organisers of international trade exhibitions and conferences and specialises in organising events. The Group is committed to creating the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and return on investment for its customers. ITE Group organises over 200 exhibitions and conferences each year worldwide showcasing well-known brands in key industry sectors. ITE Group's product range includes everything from niche specialist conferences through to globally significant trade fairs with mass appeal and influence.

For the year ended 30 September 2017, ITE Group generated revenue of £152.6 million, headline profit before tax of £31.6 million, and employed on average 1,393 employees worldwide.

CURRENT TRADING AND PROSPECTS

ITE Group reported a return to revenue growth for the year ended 30 September 2017, benefiting from the early initiatives of the transformation programme, the TAG Programme, announced in May 2017. Reported ITE Group revenue grew by 14 per cent. to £152.6 million while headline profit before tax was down 13 per cent. at £31.6 million, after £2.8 million of costs associated with the TAG Programme. Like-for-like revenue growth was 5 per cent., reversing the 8 per cent. decline reported for the year ended 30 September 2016.

Following the launch of TAG, ITE Group continues to progress according to plan across each of the three pillars of strategic activity; accelerate growth by creating a scalable platform, manage the portfolio and make product-led acquisitions. ITE Group has recruited best practice teams and started to implement the 'ITE way' to increase the scalability of the platform and has rolled out all 14 best practice initiatives following the launch of the 'Events Best Practice' blueprints. ITE Group is managing its portfolio by implementing a more rigorous approach to the allocation of capital, discontinuing 59 less profitable events during the year ended 30 September 2017 and the six months ended 31 March 2018 to focus on Core events with greater growth potential. ITE Group will also look to make selective product-led acquisitions to accelerate growth in line with strict M&A criteria and has a strong acquisitions pipeline.

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3. KEY COMPONENTS OF ITE GROUP'S INCOME STATEMENT

The key line items of the Group's consolidated income statement are described below.

3.1 Revenue

Revenue represents the fair value of amounts ITE Group earns for goods and services provided in the ordinary course of business net of discounts, VAT and other sales-related taxes.

Revenue is recognised primarily in respect of amounts received from organising events, principally from space sales to exhibitors, but also from sponsorship, marketing and advertising fees and delegate sales. Event revenue is recognised on completion of an event. Contractually committed revenues, billings and cash received in advance relating to future events is deferred until the event has completed.

3.2 Cost of sales

Cost of sales represent direct costs of organising events, including operational costs such as venue and exhibitor stand construction costs, sales staff costs such as salaries and commission and promotional costs for both exhibitors and visitors. These costs are recognised in line with when the services are provided. Staff costs and promotional costs are recognised largely as incurred, while venue and stand construction costs are deferred until the event date.

3.3 Operating expenses

Operating expenses include all other costs incurred that do not directly contribute to revenue generating activities, such as expenses relating to staff costs, depreciation, amortisation of intangible assets, impairment and other expenses, including property lease expenses, professional fees and other administrative expenses.

The most significant operating expenses are:

staff costs: these principally comprise salaries, bonuses, profit share, pension costs and associated taxes and social security contributions;
amortisation of intangible assets: this arises from the intangible assets recognised, primarily trademarks and customer relationships acquired through business combinations;
impairment of goodwill, intangible assets and investments in associates and joint ventures: this arises where individual or groups of assets are unable to support their values through estimated future cash flows; and
other expenses: these principally comprise property costs including the lease expenses for ITE Group's offices, professional fees, IT support, office expenses, travel-related costs, and contractor costs, recruitment expenses and reorganisation costs, including vacant property provisions.

3.4 Foreign exchange gain/loss on operating activities

ITE Group's results are impacted by changes in foreign exchange rates. Where monetary transactions are entered into in different currencies than the functional currency of one of ITE Group's subsidiary entities this gives rise to revaluation gains and losses following changes in exchange rates between the transaction date, month end and the settlement date. Each revaluation of the monetary assets and liabilities held on the balance sheet results in gains and losses reported within foreign exchange on operating activities.

3.5 Share of results of associates and joint ventures

Share of results of associates and joint ventures represents the share of profits ITE Group is entitled to from entities that it doesn't have majority ownership of but that it has either joint control of or significant influence over. The results of associates and joint ventures are incorporated in the financial statements using the equity method of accounting.

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3.6 Investment revenue

Investment revenue is principally interest which is earned on ITE Group's cash at bank and short-term deposits as well as any recognised gains on revaluations of liabilities on completed acquisitions.

3.7 Finance costs

Finance costs consist principally of interest costs accruing on ITE Group's loan facilities as well as any recognised losses on revaluations of liabilities on completed acquisitions.

3.8 Tax

Tax consists of the corporation tax charge on ITE Group's ordinary activities and any deferred tax credit or charge accounted for in the period, together with any adjustments in respect of prior periods or the effect of a change in rate in any of ITE Group's operating jurisdictions.

4. KEY PERFORMANCE INDICATORS

ITE monitors its performance by using revenue, forward bookings, headline profit before tax, headline diluted earnings per share, cash conversion and net debt to LTM adjusted EBITDA as key performance indicators of its business, and believes that the presentation of headline measures enhances investors' understanding of ITE Group's performance.

4.1 Revenue and like-for-like revenue growth

Revenue growth, and in particular like-for-like revenue growth, which adjusts for biennial events, event timing differences, acquisitions and disposals, launches and cancellations and changes in foreign exchange rates, are used as key measures of performance for ITE Group.

The following table sets out the reconciliation of like-for-like growth for ITE Group for the years ended 30 September 2015, 2016 and 2017 and for the 6 month periods ended 31 March 2017 and 2018.

		Year ending 30 September 2017 £'m	Six months ending 31 March 2018 £'m	Six months ending 31 March 2017 £'m
Prior period	All events	134.4	69.6	63.6
	Biennial	(4.6)	(1.9)	(2.9)
	Timing	(4.5)	(2.0)	(3.7)
	Non-recurring	(4.9)	(2.9)	(1.5)
	Disposals	(0.5)	(0.7)	-
Prior period	Annually recurring (A)	119.9	62.1	55.5
	Acquisitions	6.0	1.1	3.3
	Launches	3.2	1.3	1.3
	FX translation	11.6	(3.5)	5.8
	Like-for-like revenue growth (B)	6.7	6.2	1.5
Current period	Annually recurring	147.4	67.2	67.4
	Timing	0.7	3.9	1.6
	Biennial	4.4	4.3	0.6
Current period Like-for-like % (B/A)	All events	152.6	75.4	69.6
		5%	8%	2%

| | | Year ending
30 September | Year ending
30 September |
| --- | --- | --- | --- |
| | | 2016
£'m | 2015
£'m |
| Prior period | All events | 135.8 | 174.8 |
| | Non-annual | (7.3) | (11.0) |
| Prior period | Annually recurring (A) | 128.5 | 163.8 |
| | Acquisitions | 18.0 | 6.2 |
| | Timing | 1.3 | 0.2 |
| | FX Translation | (8.5) | (21.8) |
| | Like-for-like revenue growth (B) | (10.0) | (19.9) |
| Current period | Annually recurring | 129.1 | 128.5 |
| | Non-annual | 5.5 | 7.3 |
| Current period
Like-for-like %
(B/A) | All events | 134.4 | 135.8 |
| | | (8)% | (12)% |

Revenues for the year ended 30 September 2017 were £152.6 million (year ended 30 September 2016: £134.4 million), with like for-like revenue growth for the first time since 2013, at 5 per cent. This growth reflected the successful rollout of the first wave of TAG Programme initiatives, such as a new sales incentive structure, assisted by the stabilisation of Moscow and in spite of challenging trading conditions in some other markets.

Revenues for the year ended 30 September 2016 were £134.4 million (year ended 30 September 2015: £135.8 million), reflecting the impact of difficult trading conditions in the oil-dependent economies of Russia and Central Asia, the negative impact of exchange rates for much of the year and the beneficial impact of acquisitions.

Revenues for the six months ended 31 March 2018 were £75.4 million (six months ended 31 March 2017: £69.6 million). Revenue was up £5.8 million, 8 per cent. ahead of the comparative period. Revenue in the period benefited from the timing impact of the Breakbulk North America event which took place in October of the year ended 30 September 2018 financial year but did not occur in the previous financial year and the impact of this being our stronger biennial year. The impact of foreign exchange rates had an adverse impact of £3.5 million on the translation of revenue into Pounds Sterling when compared to the prior period.

4.2 Forward bookings

Forward bookings is used as a key measure of performance, as this provides a strong indicator of the expected performance of the Group over the coming 12 months.

Forward bookings reported in the ITE Group 2017 Annual Report and Accounts, for the financial year ending 30 September 2018, were £98 million (for year ended 30 September 2016: £81 million).

Forward bookings reported in the ITE Group 2016 Annual Report and Accounts, for the financial year ended 30 September 2017, were £81 million (for year ended 30 September 2015: £77 million).

Forward bookings reported in the ITE Group 2015 Annual Report and Accounts, for the financial year ended 30 September 2016, were £77 million (for year ended 30 September 2014: £81 million).

Forward bookings reported in the ITE Group 2018 Interim Report, for the financial year ending 30 September 2018, were £144 million (for year ended 30 September 2017: £136 million).

4.3 Headline profit before tax

Headline profit before tax is calculated as (loss)/profit before tax after adding back certain items, including those items which the Directors believe are commonly excluded across the media sector.

Please see the section headed "Presentation of non-IFRS financial measures" in Part IV (Important Information) for the definition of headline profit before tax.

ITE Group

The following table sets out a reconciliation of profit before tax to headline profit before tax for ITE Group for the years ended 30 September 2015, 2016 and 2017 as well as the six months ended 31 March 2017 and 2018.

	For the year ended			For the period ended
	30 September			31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
(Loss)/Profit before tax	(3,163)	(4,095)	31,546	1,284	3,130
Add back:
Amortisation of acquired intangible assets	14,069	15,468	13,134	5,764	7,832
Impairment of goodwill	11,204	24,650	-	-	-
Impairment of intangible assets	1,381	-	-	-	-
Impairment of investments in associates and joint ventures	1,691	1,859	-	-	-
Derecognition of goodwill on cessation of trading	-	-	-	2,216	-
Transaction costs on completed and pending acquisitions	406	330	2,534	774	184
Restructuring costs	4,982	-	-	4,090	2,347
Loss/(profit) on disposal of investments	3,712	(1,498)	-	-	-
Tax on income from associates and joint ventures	1,504	1,078	1,208	1,526	1,140
Revaluation of liabilities on completed acquisitions	(4,164)	(1,288)	(1,263)	392	793
Headline profit before tax	31,622	36,504	47,159	16,046	15,426

Headline profit before tax for the year ended 30 September 2017 was £31.6 million (year ended 30 September 2016: £36.5 million). Included within headline profits were £2.8 million of costs associated with the TAG Programme, such as the best practice teams and the impact of changes to the sales commission structure.

Headline profit before tax for the year ended 30 September 2016 was £36.5 million (year ended 30 September 2015: £47.2 million), reflecting the impact of difficult trading conditions in the oil-dependent economies of Russia and Central Asia, the negative impact of exchange rates for much of the year and the beneficial impact of acquisitions.

Headline profit before tax for the six months ended 31 March 2018 was £16.0 million (six months ended 31 March 2017: £15.4 million), up 4 per cent., even after increased reinvestment in ITE Group's Core events, some of the benefit of which is not expected to be realised until future periods.

4.4 Headline diluted earnings per share

Headline diluted earnings per share is used as a key measure of performance, as this provides a consistent measure of Group performance and the value generated for shareholders. The Board believes headline profit before tax is a useful additional measure in measuring divisional trading performance.

The following table sets out the reconciliation of headline diluted earnings per share for ITE Group for the years ended 30 September 2015, 2016 and 2017 and for the periods ended 31 March 2018 and 2017.

	For the year ended 30 September			For the period ended 31 March
	2017	2016	2015	2018	2017
	£000	£000	£000	£000	£000
Profit/loss for the year attributable to owners of the Company	(8,246)	(9,327)	26,179	(1,793)	1,494
Amortisation of acquired intangible assets	14,069	15,468	13,134	5,764	7,832
Tax effect of amortisation of acquired intangible assets	(3,559)	(2,905)	(2,246)	(1,451)	(2,442)
Impairment of goodwill	11,204	24,650	-	-	-
Impairment of acquired intangible assets	1,381	-	-	-	-
Impairment of investments in associates and joint ventures	1,691	1,859	-	-	-
Derecognition of goodwill on cessation of trading	-	-	-	2,216	-
Transaction costs on completed and pending acquisitions	406	330	2,534	774	184
Restructuring costs	4,982	-	-	4,090	2,347
Loss/(profit) on disposal of investments	3,712	(1,498)	-	-	-
Revaluation of liabilities on completed acquisitions	(4,164)	(1,288)	-	392	793
Revaluation of contingent consideration	-	-	(2,192)	-	-
Revaluation of put option liabilities over non-controlling interests	-	-	929	-	-
Headline profit/loss for the year attributable to owners of the Company	21,476	27,289	38,338	9,992	10,208
Diluted weighted average number of shares	263,550	255,677	250,654	267,498	261,249
Headline diluted earnings per share	8.1p	10.7p	15.3p	3.7p	3.9p

Headline diluted earnings per share for the year ended 30 September 2017 were 8.1p (year ended 30 September 2016: 10.7p) with the decrease largely due to the reduction in headline profit before tax in the year and the increase in ITE Group's effective tax rate.

Headline diluted earnings per share for the year ended 30 September 2016 were 10.7p (year ended 30 September 2015: 15.3p) due to this being the weaker biennial year for ITE Group.

Headline diluted earnings per share for the six months ended 31 March 2018 were 3.7p (six months ended 31 March 2017: 3.9p) reflecting the change in profit mix between wholly-owned and not wholly-owned consolidated entities and the increase in ITE Group's effective tax rate.

4.5 Cash conversion

Cash conversion is used as a key measure of performance, as this provides a measure of the ability of management to turn revenues into cash which can subsequently be used for alternative means.

The following table sets out the reconciliation of cash conversion for ITE Group for the years ended 30 September 2015, 2016 and 2017 and for the periods ended 31 March 2018 and 2017.

	For the year ended			For the period ended
	30 September			31 March
	2017 £m	2016 £m	2015 £m	2018 £m	2017 £m
Cash generated from operations	42.3	41.0	37.0	12.1	21.8
Net venue utilisation	(0.3)	(1.2)	(0.8)	1.5	0.4
	42.0	39.8	36.2	13.6	22.2
Headline profit before tax	31.6	36.5	47.2	16.0	15.4
Less: Non-cash foreign exchange gains/losses	0.3	2.0	5.9	0.6	(0.2)
	31.3	34.5	41.3	15.4	15.6
Cash conversion	134%	115%	88%	88%	142%

Cash conversion for the year ended 30 September 2017 was 134 per cent. (year ended 30 September 2016: 115 per cent.). The significant increase was largely as a result of the onsite rebooking initiative, which brought cash inflows forward, and also from an increase in forward bookings for the following year's events attributable to an upturn in trading, particularly across Core events.

Cash conversion for the year ended 30 September 2016 was 115 per cent. (year ended 30 September 2015: 88 per cent.). The increase reflected a working capital improvement of £2.3 million largely attributable to the full consolidation of the Asian Business Exhibitions & Conferences Ltd ("ABEC") business during the financial year.

Cash conversion for the six months ended 31 March 2018 was 88 per cent. (six months ended 31 March 2017: 142 per cent.) due to adverse working capital movements.

4.6 Net debt to LTM adjusted EBITDA

Net debt to LTM adjusted EBITDA is a key measure of performance for ITE Group. Since November 2017 this is the banking facility covenant ratio on which the basis of the interest rate on ITE Group's debt is determined.

The following table sets out the reconciliation of net debt for ITE Group for the years ended 30 September 2015, 2016 and 2017 and for the periods ended 31 March 2018 and 2017.

	For the year ended			For the period ended
	30 September			31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
Cash and cash equivalents	23,321	15,508	17,269	26,234	15,795
Less: Bank loans and overdrafts	(72,998)	(74,604)	(69,616)	(77,385)	(70,966)
Net debt	(49,677)	(59,096)	(52,347)	(51,151)	(55,171)

The following table sets out the reconciliation of adjusted EBITDA for ITE Group for the years ended 30 September 2015, 2016 and 2017 and for the periods ended 31 March 2018 and 2017.

	Year ended 30 September 2017 £000 (A)	Six months to 31 March 2018 £000 (B)	Six months to 31 March 2017 £000 (C)	Twelve months to 31 March 2018 £000 (A) + (B) - (C)
(Loss)/profit after tax	(6,415)	(24)	3,246	(9,685)
Tax charge/(credit)	3,252	1,308	(116)	4,676
(Loss)/profit before tax	(3,163)	1,284	3,130	(5,009)
Investment revenue	(6,030)	(936)	(1,592)	(5,374)
Finance costs	5,002	2,703	4,015	3,690
Operating (loss)/profit	(4,191)	3,051	5,553	(6,693)
Impairment of goodwill, intangible assets and investments	14,276	-	-	14,276
Derecognition of goodwill on cessation of trading	-	2,216	-	2,216
Transaction and integration costs on completed and pending acquisitions and disposals	406	774	184	996
Restructuring costs	4,982	4,090	2,347	6,725
Amortisation	15,191	6,310	8,360	13,141
Profit & Loss on Sale of Investments	3,712	-	-	3,712
Depreciation	1,135	589	593	1,131
Tax on income from associates and joint ventures	1,504	1,526	1,140	1,890
Adjusted EBITDA	37,015	18,556	18,177	37,394
	Year ended 30 September 2015 £000 (A)	Six months to 31 March 2017 £000 (B)	Six months to 31 March 2016 £000 (C)	Twelve months to 31 March 2017 £000 (A) + (B) - (C)
Profit/(loss) after tax	26,570	(7,171)	3,246	9,649
Tax charge/(credit)	4,976	3,076	(116)	967
Profit/(loss) before tax	31,546	(4,095)	3,130	10,616
Investment revenue	(2,883)	(7,494)	(1,592)	(1,897)
Finance costs	3,435	9,258	4,015	2,909
Operating profit/(loss)	32,098	(2,331)	5,553	11,628
Impairment of goodwill, intangible assets and investments	-	26,509	-	1,236
Transaction and integration costs on completed and pending acquisitions and disposals	2,534	330	184	285
Restructuring costs	-	-	2,347	-
Amortisation	13,878	16,375	8,360	8,016
Profit & Loss on Sale of Investments	-	(1,498)	-	(1,498)
Depreciation	696	816	593	412
Tax on income from associates and joint ventures	1,208	1,078	1,140	1,029
Adjusted EBITDA	50,414	41,279	18,177	21,108

The following table sets out the reconciliation of net debt to LTM adjusted EBITDA for ITE Group for the years ended 30 September 2015, 2016 and 2017 and for the periods ended 31 March 2018 and 2017.

	For the year ended			For the period ended
	30 September			31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
Net debt	49,677	59,096	52,347	51,151	55,171
LTM Adjusted EBITDA/Adjusted EBITDA	37,015	41,271	90,414	37,394	36,850
Net debt to LTM Adjusted EBITDA	1.3	1.4	1.0	1.4	1.5

The ITE Group's net debt to LTM adjusted EBITDA ratio for the year ended 30 September 2017 was 1.3x.

The ITE Group's net debt to LTM adjusted EBITDA ratio for the year ended 30 September 2016 was 1.4x.

The ITE Group's net debt to LTM adjusted EBITDA ratio for the year ended 30 September 2015 was 1.0x.

The ITE Group's net debt to LTM adjusted EBITDA ratio for the six months ended 31 March 2018 was 1.4x.

The ITE Group's net debt to LTM adjusted EBITDA ratio for the six months ended 31 March 2017 was 1.5x.

4.7 Capitalisation and indebtedness

The following table sets out the capitalisation and indebtedness of ITE Group at 31 March 2018.

Total current debt	£37,400,000
Total non-current debt	£39,985,043
Shareholder's equity
(a) Share capital	£2,697,000
(b) Legal reserve	-
(c) Other reserves	£34,372,000
Total	£109,060,043

There has been no material change to the capitalisation figures since 31 March 2018 prior to the Rights Issue.

The following table sets out the unaudited condensed consolidated indebtedness of ITE as at 31 March 2018.

A. Cash	£26,233,799
B. Cash equivalent	–
C. Trading securities	–
D. Liquidity	£26,233,799
E. Current financial receivable
F. Current bank debt	£37,400,000
G. Current portion of non-current debt
H. Other financial debt	–
I. Current financial debt	£37,400,000
J. Net Current Financial Indebtedness	£63,633,799
K. Non current Bank loans	£39,985,043
L. Bonds issued
M. Other non current loans
N. Non current Financial Indebtedness	£39,985,043
O. Net Financial Indebtedness	£103,618,842

5. KEY FACTORS AFFECTING ITE GROUP'S RESULTS OF OPERATIONS

The results of ITE Group's operations have been, and will continue to be, affected by many factors, some of which are beyond ITE Group's control. This section sets out the factors that ITE Group believes have materially affected ITE Group's results of operations in the periods under review or could materially affect its results of operations in the future. For a discussion of certain factors that may adversely affect ITE Group's results of operations and financial condition, see the risk factors set out in Part II (Risk Factors).

5.1 Implementation of the TAG Programme

The ITE Board has recognised the value and potential opportunities in evolving ITE Group's strategy and developed a new vision in May 2017, with the launch of the TAG Programme to better position ITE Group and help to drive growth.

To deliver ITE Group's vision, TAG Programme is being implemented across ITE Group and comprises three pillars:

Create a scalable platform to generate real organic growth;
Actively manage the portfolio; and
Make selective product-led acquisitions

As part of the TAG Programme the ITE Group is investing up to £20 million across the next three years.

As part of creating a scalable platform, the Group plans to move from being a decentralised, geographically structured business to one that is more centralised and product-led with strong regional platforms. The Directors believe that the evolution of customer expectations implies that every local market now expects events of a truly international quality. Specifically, the Directors believe that global multinationals are starting to choose one events company that will cater for them globally, rather than a variety in different markets and the trend is towards a one-stop shop that is able to deliver a consistently high standard of service everywhere.

Early progress with implementing the strategy has been good and the framework for the TAG Programme has been finalised. The governance for the programme has been set, the TAG Programme team created and heads of best practice have been recruited.

Work is underway to develop an 'ITE way', creating a blueprint to run events that is consistent globally. With the 'Best Practice' team now established, the Group has implemented new performance management processes and sales incentive schemes, leading to demonstrable results as it transitions towards a sales-led performance culture.

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One area of particular focus has been onsite rebooking at a number of Core events, and this has been successful in improving sales visibility into the next financial year.

5.2 Acquisitions and Disposals

Over the past three years, ITE Group has maintained a focused acquisition strategy to build scale and impact across specific geographic markets. Since 2015, acquisition activity has been focused primarily on the Asian markets.

During the period under review the following acquisitions have been completed.

2017 Acquisition: In December 2016, ITE Group acquired 70 per cent. of ITE Gehua Exhibitions Co Ltd (“Gehua”) for £11.7 million consideration. Gehua operates a portfolio of exhibitions in China spanning Textile and Clothing, Auto Parts and Accessories, Mechanical Equipment, Gifts, and Food – attracting both domestic and international exhibitors and visitors. The acquired business contributed £3.0 million to Group revenue and a profit of £1.0 million for the year ended 30 September 2017.
2016 Acquisitions: On 28 October 2015, ITE Group acquired an additional 31.7 per cent. holding in ABEC, a company incorporated in Mumbai, for consideration of £15.0 million. ABEC is one of India's leading exhibitions businesses, running over 20 events across different industry sectors including Building & Interiors, Fashion, and Energy. This transaction took ITE Group's holding in Asian Business Exhibitions & Conferences Ltd. to 60 per cent. and ITE Group has written put and call options over the remaining 40 per cent. stake. In the year ended 30 September 2016, the acquired business contributed £9.6 million to ITE Group's revenue and a headline profit of £2.9 million since acquisition.

On 11 January 2016, ITE Group acquired 70 per cent. of the shares of ITE Ebseek Exhibitions Co Ltd, the organiser of industrial fasteners exhibitions in Shanghai and Guangzhou, for consideration of £2.9 million, of which £0.9 million was deferred and contingent on the results of the 2016 and 2017 events. In the year ended 30 September 2016, the business contributed £1.6 million to ITE Group's revenue and a profit of £0.5 million since acquisition.

2015 Acquisitions: On 22 December 2014, ITE Group acquired Breakbulk Holdco UK Ltd (“Breakbulk”) for cash consideration of £26.9 million. Breakbulk organises events in the Transport & Logistics sector, the largest of which takes place in Houston, Antwerp and Shanghai. In the year ended 30 September 2015, the acquired business contributed £3.5 million of revenue and £1.8 million of profit to ITE Group's results since acquisition.

On 27 January 2015, ITE Group acquired TF Fuarcilik ve Organizasyon AS, a company incorporated in Turkey which organises the Eurasia Rail exhibition, for cash consideration of £7.3 million. In the year ended 30 September 2015, the acquired business contributed £1.5 million to ITE Group revenue and £1.0 million to profit since acquisition.

On 10 March 2015, ITE Group acquired 50.1 per cent. of a portfolio of events including Africa Oil Week for cash consideration of £16.0 million and shares in Africa Oil Week Ltd of £15.3 million. The acquired business organises the Africa Oil Week event, an Oil & Gas confex which takes place annually in South Africa, together with an event in London. In the year ended 30 September 2015, the acquired business contributed £0.1 million to ITE Group revenue and a loss of £0.2 million since acquisition which includes £0.3 million of costs on future shows.

5.3 Impairment Charges

ITE Group tests for impairment on an annual basis or more frequently when an indicator exists. Impairment charges are individually disclosed and are excluded from headline results as the Directors believe this to be an appropriate way to measure the underlying performance. Impairment charges totalled £14.3 million in the year ended 30 September 2017 (2016: 24.7 million), with £12.6 million (2016: £26.5 million) relating to goodwill, other intangible assets and £1.7 million (2016: £1.9 million) relating to investments in associates and joint ventures.

No impairment charges were taken in the six months ended 31 March 2017 and 2018.

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In line with the disclosures made in the 2017 Annual Report and Accounts, where impairments were recognised in respect of a number of cash generating units, reducing headroom in these cash generating units to nil, ITE Group acknowledges a reasonably possible change in the future cash flows or discount rates for these cash generating units could result in an impairment in the future.

A derecognition charge of £2.2 million has been recognised in the Consolidated Income Statement in the six months ended 31 March 2018 in respect of the derecognition of goodwill in RAS Publishing, within the Brands segment. This arose due to the cessation of trading at RAS Publishing during the year, resulting in the derecognition in full of the carrying value of the goodwill held.

5.4 Macroeconomic Conditions in End Markets and Overall Economic Environment

ITE Group's offerings represent a small proportion of the overall size of the end-markets. The performance of the overall ITE Group depends, at least in part, on the financial health of its customers, which in turn can be dependent on the economic conditions of the industries and geographic regions in which they operate. An economic slowdown, which would include a general contraction in consumer spending resulting from, among other factors, reduced consumer confidence, falling gross domestic product, rising unemployment rates and uncertainty in the macroeconomic environment could have an adverse effect on the financial health of ITE Group's customers.

ITE Group seeks to mitigate these risks, where possible, through diversification of its operations across markets and geographies, which provides it with a broad customer base. For the year ended 30 September 2017, ITE Group's revenue percentage by geographical region was as follows: 46.8 per cent. in Russia, 15.6 per cent. in Asia, 14.2 per cent. in Central Asia, 11.2 per cent. in Eastern & Southern Europe and 12.2 per cent. in the rest of the world. In addition, no individual customer amounted to more than 10 per cent. of ITE Group's revenue for the year ended 30 September 2017. If the Acquisition is completed, the Enlarged Group will be more diversified and will have less reliance on Russian revenues.

Changes in law or the regulatory environment could have an effect on some or all of the exhibitions of the Group. As an international organisation, political and regulatory changes in the regions in which ITE organises exhibitions could impact the ability to operate in these territories. ITE Group has established local companies that contribute to the local economy in the countries where there are operations. Over recent years, ITE Group has diversified the business geographically, through acquisitions and expansion into new regions and markets, reducing the proportion of the business that is exposed to a single country or region's political and regulatory environment. Towards the end of financial year 2017 ITE Group hired a Group General Counsel to, amongst other things, monitor and report on regulatory matters affecting ITE's markets and recommend appropriate actions to minimise risk.

An economic downturn or period of uncertainty could reduce demand for exhibition space, which would in turn reduce the profitability of ITE's exhibitions. ITE Group operates across a wide range of sectors and countries in order to manage the exposure to any single market. The nature of ITE's business model is such that, with revenues often contractually committed in advance of the costs incurred, ITE Group can react to periods of economic instability to seek to protect the profitability of the exhibitions. Through strong relationships with venues and staff, ITE Group has a relatively flexible cost structure, allowing the ability to manage event margins in the short and medium term. The implementation of the TAG Programme is designed to make the events "must attend" which should have the benefit of protecting them somewhat from economic instability.

As a UK-listed international group, with significant revenues generated outside of the UK and continental Europe, the impact of Britain's exit from the European Union is not considered material. This will be kept under review as the form of the exit becomes clearer, including the treatment of colleagues employed in the UK who come from continental Europe.

5.5 Foreign Currency Fluctuations and Translation

ITE Group is exposed to movements in foreign exchange rates against Pounds Sterling for both trading transactions and for the translation of the results of operations and assets and liabilities of overseas operations. The principal exposure is to the Euro and the Russian Ruble which form the

basis of a large share of ITE Group's invoicing and to the Ruble which is the functional currency of the Russian operations. The Group seeks to manage exposure by protecting a certain amount of Euro denominated sales through entry into forward foreign currency contracts, seeking to maximise the matching of costs and revenues in the same currency and employing a hybrid pricing strategy which is intended to result in local customers being exposed to currency risk.

Each month ITE's subsidiary company results are translated into Pounds Sterling, from the functional currencies of the subsidiary companies, on consolidation, using the prevailing foreign exchange rates for the month. Changes in foreign exchange rates result in fluctuations in the level of profits reported for the Group. The impact of the changes in foreign exchange rates is included within the results, within the relevant lines in the consolidated income statement. To aid comparability of trading results, when presenting like-for-like performance ITE Group adjusts for the impact of changes in foreign exchange rates on translation.

As well as translational foreign exchange movements arising on consolidation, the Group results are impacted by changes in foreign exchange rates within the subsidiary company results. Where monetary transactions are entered into in different currencies than the functional currency of the entity this gives rise to revaluation gains and losses following changes in exchange rates between the transaction date, month end and the settlement date. Each revaluation of the monetary assets and liabilities held on the balance sheet results in gains and losses, which are reported within the consolidated income statement within the 'Foreign exchange gain/(loss) on operating activities' line.

In order to minimise ITE Group's exposure to changes in foreign exchange rates, particularly on Euro denominated cash inflows held in subsidiary companies with Pounds Sterling as their functional currency, the Group takes out foreign exchange forward contracts to hedge the exposure associated with the future Euro cash inflows. The gains and losses on the forward contracts are deferred and recognised within revenue at the point at which the revenue is recognised.

Finally, the results are impacted by the translation of the subsidiary company balance sheets each month on consolidation into Pounds Sterling. A change in foreign exchange rates gives rise to a movement which is recognised within reserves in the foreign currency translation reserve. This is on translation of the company balance sheets of the subsidiary companies, which are reported in their functional currencies before being translated into Pounds Sterling on consolidation, at the prevailing period end rates.

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RESULTS OF OPERATIONS

The following table sets out ITE Group's certain income statement items for the years ended 30 September 2015, 2016 and 2017 as well as the six months ended 31 March 2017 and 2018.

	For the year ended			For the period ended
	30 September			31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
Revenue	152,623	134,422	135,794	75,362	69,588
Cost of sales	(93,259)	(75,862)	(73,617)	(47,217)	(42,016)
Gross profit	59,364	58,560	62,177	28,145	27,572
Other operating income	741	615	372	183	333
Administrative expenses	(69,639)	(67,012)	(40,066)	(30,971)	(25,970)
Foreign exchange gain on operating activities	337	1,956	5,932	555	(246)
Share of results of associates and joint ventures	5,006	3,550	3,683	5,139	3,864
Operating (loss)/profit	(4,191)	(2,331)	32,098	3,051	5,553
Investment revenue	6,030	7,494	2,883	936	1,592
Finance costs	(5,002)	(9,258)	(3,435)	(2,703)	(4,015)
(Loss)/profit before tax	(3,163)	(4,095)	31,546	1,284	3,130
Tax charge	(3,252)	(3,076)	(4,976)	(1,308)	116
(Loss)/profit for the year/period	(6,415)	(7,171)	26,570	(24)	3,246

6.1 Year ended 30 September 2017 as compared to year ended 30 September 2016

Revenues grew by 13.5 per cent. to £152.6 million while like-for-like revenue growth was 5 per cent., reversing the 8 per cent. decline reported in the year ended 30 September 2016. This growth reflected the successful rollout of the first wave of TAG initiatives, such as a new sales incentive structure, assisted by the stabilisation of Moscow and in spite of challenging trading conditions in some other markets.

The strengthening of local currencies in the regions in which the Group operates against Pounds Sterling had a significant impact on revenue in the year, increasing revenues by £11.6 million compared to year ended 30 September 2016. This was due to the impact of translating the Group's revenue reported in local companies back into Pounds Sterling on consolidation.

The stabilisation of the trading environment in Moscow enhanced performance in this significant part of the business, but this stabilisation did not spread to the remaining regions of Russia, Kazakhstan or Azerbaijan, which continued to reflect the difficult trading environment experienced since the fall in oil prices. In other regions, the Group was impacted by demonetisation in India and the continued uncertain situation in Turkey which resulted in a number of cancellations from international exhibitors, although the improvement in relations with Russia resulted in the return of some Turkish exhibitors to the Russian exhibitions.

Gross margins declined year on year due to the considerable TAG investment which had a negative £1.9 million impact on gross profit.

Administrative expenses increased by 4 per cent. during the year due to increased staff costs and the loss on disposal of the investment in GiMA, offset by the lower value of impairments taken against goodwill and intangible assets.

Share of results of associates and joint ventures increased by £1.4 million to £5.0 million (year ended 30 September 2016: £3.6 million). Sinostar (50 per cent. owned Chinese joint venture) continued to

perform well whilst ITE MF (50 per cent. owned joint venture in Russia) benefited from the stabilisation in Moscow and a strengthening of the Russian Ruble.

Net finance income (investment revenue less finance costs) was £1.0 million (year ended 30 September 2016: net finance costs of £1.8 million). These represent the interest cost on the Group's borrowings of £2.5 million (year ended 30 September 2016: £2.4 million) and bank charges of £1.3 million (year ended 30 September 2016: £1.1 million), net of interest income of £0.7 million (year ended 30 September 2016: £0.4 million).

Loss before tax fell by 22 per cent. to £3.2 million. This was primarily due to the lower value of impairments of goodwill taken during the year.

A tax charge of £3.3 million (year ended 30 September 2016: £3.1 million) was recognised in the period. The increase is in part due to higher expected dividends from the Group's Russian subsidiaries, following the stabilisation of Moscow, on which the Group pays withholding tax, and an increase in the withholding tax rate applied to these distributions.

Headline profit before tax was down 13 per cent. at £31.6 million on an actual basis, after £2.8 million of costs associated with the TAG Programme.

Basic and diluted earnings per share were higher than the previous year at (3.1)p, (year ended 30 September 2016: (3.6p)) due to the lower value of impairments of goodwill taken during the year. Headline basic and diluted earnings per share fell to 8.2p and 8.1p respectively (year ended 30 September 2016: 10.7p and 10.7p respectively) due to reduced headline profits.

This was the first year of like-for-like revenue growth since 2013, driven by Russia, and in particular Moscow, where many of the Group's Core events are located.

Russia

	For the year ended 30 September
	2017	2016	Per cent. change
	£'m	£'m
Revenue	71.4	51.6	+38%
Headline profit before tax	26.3	19.8	+33%

Russian revenue of £71.4 million was 38 per cent. higher than the previous year and headline profit before tax of £26.3 million was 33 per cent. higher than the previous year, reflecting early TAG benefits, stabilisation of the trading environment – particularly in Moscow – and the strengthening of the Russian Ruble.

In the year ended 30 September 2017, Moscow was ITE's largest office in Russia with events accounting for around 74 per cent. of the region's revenues.

ITE's leading events in Moscow responded favourably to the stabilisation of the trading environment and benefitted from management's reallocation of resources to focus on these events. However the recovery was uneven across sectors with several events reporting flat revenues.

Asia

	For the year ended 30 September
	2017	2016	Per cent change
	£'m	£'m
Revenue	23.8	17.1	+39%
Headline profit before tax	6.9	5.5	+23%

Asian revenue of £23.8 million was 39 per cent. higher than the previous year, and headline profit before tax of £6.9 million was 23 per cent. higher than the previous year. The Group's operations in this region are based in India, China and South East Asia. Overall the group's majority owned businesses in the region sold 28 per cent. more of volume sales than in the year ended 30 September 2016, reflecting

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acquisitions in China offsetting the weaker biennial pattern and the challenging trading environment in India. The Group benefitted from another strong performance by its Sinostar joint venture, which is not included in consolidated revenues but is included in consolidated headline profits before tax for the region.

The Group operates two businesses in India: one through a small wholly-owned subsidiary, ITE India, which had its weaker biennial year in the year ended 30 September 2017 and the other through ABEC, India's largest private exhibition organiser in which ITE has a 60 per cent. stake.

In China the Group has offices in Beijing, Shanghai and Guangzhou and operates (through its Hong Kong headquartered 50 per cent. joint venture partner Sinostar) the Chinacoat/Surface Finishing China event. The November 2016 Chinacoat/Surface Finishing China event in Guangzhou saw 11 per cent. growth on the equivalent event reporting record sales. A 70 per cent. stake in Gehua was acquired in December 2016. It has a small portfolio of events, of which the major event is a Food event which ran in August 2017 for the first time under ITE ownership.

In South East Asia the Group operates through three organisations based in Indonesia and Malaysia. In Jakarta, Indonesia, the Group owns 50 per cent. of PT Debindo which runs the Indobuildtech series of construction exhibitions, the largest of which takes place annually in Jakarta. After moving to the new International Convention and Exhibition Centre last year and growing considerably, this year revenues increased by over 10 per cent. In Kuala Lumpur is the Group's 50 per cent. joint venture, ECMI, a pan-ASEAN organiser operating in Malaysia, Indonesia, Vietnam and Myanmar, and focused on the professional beauty and life-sciences sectors.

Central Asia

	For the year ended 30 September
	2017 £'m	2016 £'m	Per cent. change
Revenue	21.7	22.0	(1%)
Headline profit before tax	6.5	7.0	(7%)

ITE's principal offices in Central Asia are in Kazakhstan, Azerbaijan and Uzbekistan. All of the economies in this region are heavily dependent on oil and gas for their overseas earnings and economic wealth and in the case of Kazakhstan a significant level of trade with Russia as well. The fall in the oil price and the Russian economic recession continued to have a significant impact on trading conditions within the region.

In the year ended 30 September 2017, ITE saw revenues of £21.7 million and headline profits before tax of £6.5 million. US Dollar pricing protected revenues from currency fluctuations, however due to the weakening of the region's currencies against Pounds Sterling, revenue and headline profit before tax fell by 1 per cent. and 7 per cent. respectively on an actual basis.

In Kazakhstan the largest event in the region, Kazakhstan International Oil & Gas Exhibition, which took place in Almaty in October 2016, was smaller than the prior edition.

Azerbaijan saw all sectors suffering, with revenues down 15 per cent. on the prior year.

ITE's Uzbekistan business is slightly more insulated from the oil price due to the nature of the local economy and it performed strongly in the year ended 30 September 2017.

Eastern and Southern Europe

	For the year ended 30 September
	2017	2016	Per cent.
	£'m	£'m	change
Revenue	17.0	19.3	(12%)
Headline profit before tax	4.8	5.6	(15%)

The Eastern and Southern Europe region is represented by the Group's offices in Turkey and Ukraine. Overall revenues declined in the region by 12 per cent., reflecting growth in Ukraine, offset by the weaker biennial pattern and the challenging trading environment in Turkey.

Overall total revenues in Turkey were down, reflecting the weaker biennial pattern, and the challenging local environment. The prior year events were protected to some extent by bookings taken in advance of the coup attempt and so the results reflect the full year effect of the events of 2016.

Trading in Ukraine recovered strongly. Overall volume sales were up, with a 42 per cent. increase in revenue.

Brands (previously "Rest of the World")

	For the year ended 30 September
	2017	2016	Per cent.
	£'m	£'m	change
Revenue	18.7	24.4	(23%)
Headline profit before tax	5.4	11.0	(51%)

The Group's Brands business contains the results of ITE's UK fashion events, the Africa Oil Week event and the Breakbulk portfolio of events. Overall the portfolio saw a 23 per cent. decrease in revenues and a 51 per cent. decrease in headline profit before tax although this was predominantly due to event timing.

In Moda, the Group owns the leading midmarket fashion event for Womenswear, Menswear, Footwear and Accessories which runs twice a year in Birmingham, UK. In London the Group operates Bubble, a niche high-end childrenswear event, Jacket Required, a designer-led menswear event, and Scoop, a designer-led womenswear event. Overall the portfolio saw a 7 per cent. revenue decline on the prior year with Moda continuing to see the effects of a changing market place for midmarket independent fashion retailers.

Africa Oil Week ran in October 2016 and was adversely affected by the difficult trading conditions affecting the oil industry. There was still good representation from the usual participating companies, although many companies sent fewer delegates with a resulting impact on revenues of over 20 per cent. decrease compared with the previous event. Revenues for the October 2017 event stabilised and with investment, this event is expected to recover.

The Breakbulk portfolio overall saw a drop in revenues compared with the previous year as Breakbulk Americas ran in September 2016 and October 2017 and therefore, through timing, did not run in the 2017 financial year.

6.2 Year ended 30 September 2016 as compared to the year ended 30 September 2015

Revenues were £134.4 million (year ended 30 September 2015: £135.8 million), a 1 per cent. decline, which largely reflected the challenging trading conditions in Russia and Central Asia, and the decline in the value of the Russian Ruble, offset in part by the Group's acquisition activity.

The positive contribution to revenue of £5.7 million from newly acquired businesses was attributable to the consolidation of ABEC, the Africa Oil Week and Breakbulk Americas October 2015 events and the acquisition in January 2016 of ITE Ebseek Exhibitions Co Ltd fasteners exhibition which ran for the first time under ITE Group ownership in June 2016.

Gross margins declined year on year due to the tough trading environment in this traditionally stronger biennial year due to the inclusion of MIOGE.

Administrative expenses increased by £26.9 million of which £24.7 million was goodwill impairments recognised within the Indian, South East Asian and Siberian CGUs.

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Foreign exchange gains fell from £5.9 million in the year ended 30 September 2015 to £1.9 million in the year ended 30 September 2016 due to the weakening of key Group currencies against the Pounds Sterling, in particular the Ruble.

Share of results of associates and joint ventures before tax decreased by £0.1 million to £3.6 million (year ended 30 September 2015: £3.7 million). Sinostar (50 per cent. owned Chinese joint venture) performed well but was offset by the transfer of ABEC moving from associate status to a fully consolidated subsidiary.

Net finance costs (investment revenue less finance costs) were £1.8 million (year ended 30 September 2015: net finance costs of £0.5 million).

A tax charge of £3.1 million (year ended 30 September 2015: £5.0 million) was recognised in the period. The decrease is largely due to the lower profitability of the Group as profits declined.

Loss before tax was £4.1 million, compared to a statutory profit before tax of £31.5 million in the year ended 30 September 2015, primarily due to the impairments recognised during the year. Headline profit before tax was £36.5 million for the year ended 30 September 2016 (year ended 30 September 2015: £47.2 million).

Basic and diluted earnings per share were both (3.6)p compared to 10.5p and 10.4p respectively in the year ended 30 September 2015, due primarily to the impairments recognised during the year. Headline diluted earnings per share also fell to 10.7p from 15.3p due to declining headline profits.

Russia

Russia had revenues of £51.6 million which were 30 per cent. lower than the previous year, reflecting the difficult trading environment and the weakening of the Russian Ruble.

The leading events in Moscow performed in line with expectations in the year demonstrating resilience in tough conditions. The impact on Russian international tourism from the devaluation of the Ruble was exacerbated by the deterioration in relations between Turkey and Russia at that time.

The St Petersburg office performance was in line with Moscow with most shows showing declines in results from the prior year. Those events in industries reliant on capital expenditure, such as construction and mining were the most impacted.

Siberia saw all sectors affected by the decline in Russian performance. An impairment charge of £1.2 million was taken writing off the remaining goodwill and intangible assets associated with this business due to the sustained downturn in the region.

Asia

In October 2015, the Group exercised its call option to take a majority stake in ABEC. This increased revenues in the region to £17.1 million (year ended 30 September 2015: £3.9 million).

Although the underlying businesses remained strong, the growth of the Indian business had been slower than initially expected and the delay in the construction of a new venue meant that an impairment was recognised to write down the goodwill and intangible assets attributable to the business.

In China, the November 2015 Chinacoat/Surface Finishing China event saw record sales. A 70 per cent. stake in the complementary ITE Ebseek Exhibitions Co Ltd fastener exhibition was acquired in November 2015 and had a successful debut under ITE's ownership.

In Kuala Lumpur, Malaysia the Group has a 50 per cent. joint venture, ECMI. Similarly to India, these businesses remained strong but the delay in construction of a new venue in Malaysia reduced their growth below expectations at the time of these acquisitions resulting in impairments of £4.1 million for goodwill associated with South East Asia and of £1.9 million relating to the carrying value of our joint venture in the region. Indobuildtech, situated in Jakarta, Indonesia, and ran by PT Debindo which the Group owns 50 per cent. of, moved to a new International Convention and Exhibition Centre and grew considerably.

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Central Asia

Central Asia delivered revenues of £22.0 million (year ended 30 September 2015: £27.2 million).

The fall in the oil price and the Russian economic recession had a significant impact on trading conditions within Central Asia and in particular Kazakhstan, the Group's largest office in the region. The largest event in the region, Kazakhstan Oil & Gas Exhibition, which took place in Almaty in October 2015, was smaller than the prior edition.

Azerbaijan saw all sectors suffering with volume sales down 24 per cent. on the prior year.

ITE's Uzbekistan business was slightly more insulated from the oil price due to the nature of the local economy and it performed well in the year ended 30 September 2016 due to the benefit of some timing changes and the biennial pattern.

Eastern & Southern Europe

Overall Eastern & Southern Europe (Turkey and Ukraine) increased revenues to £19.3 million (year ended 30 September 2015: £17.9 million), reflecting the stronger biennial pattern in Turkey and growth in Ukraine.

Trading in Ukraine recovered strongly. Overall revenues increased by 25 per cent.

Turkey also managed to increase revenues reflecting the biennial Ankomak event which mitigated the challenging local environment. In September 2016, following the attempted coup in July 2016, the Group's WorldFood Istanbul exhibition sales fell. All of these events were protected to some extent due to the existing bookings for the event.

RoW

The Group's RoW business contained the results of the UK fashion events and the Africa Oil Week, Breakbulk Americas and Europe events. In the year ended 30 September 2016, revenues were £24.4 million (year ended 30 September 2015: £14.7 million).

A 50.1 per cent. stake in Africa Oil Week was acquired in March 2015 and the event ran for the first time under ITE Group's ownership in November 2015. Revenues were a little lower than had been anticipated at the time of making the acquisition. A further 24.9 per cent. stake was acquired in May 2016 following the exercise of the put option granted to the previous owners.

Breakbulk Americas ran for the first time under ITE ownership in October 2015 and achieved increased sales compared to the previous event. Due to a timing change associated with venue availability, the event ran again in September 2016 and sold less than the previous event as the global transportation sector slowed slightly.

6.3 Six months ended 31 March 2018 as compared to six months ended 31 March 2017

Revenues of £75.4 million (six months ended 31 March 2017: £69.6 million) were 8 per cent. higher than the same period in the previous year. This was as a result of improved like-for-like trading (£6.2 million), driven by strong performances across several markets with volume growth achieved in Russia, Asia, Central Asia and Eastern & Southern Europe. Revenue growth was also supported by the benefit of biennials and event timing differences (£4.3 million) and a small positive impact from the acquisition of the Gehua portfolio of events in China, which completed during the previous year (£0.5 million, net of other event disposals). This was offset by the adverse impact from foreign exchange (£3.5 million) and the cancellation of 22 less profitable events (£1.6 million, net of launches).

Gross margins remained consistent with the same period in the previous year. Administrative expenses increased both on a headline basis due to the ongoing TAG Programme investment included in headline results, and on a statutory basis due to the increased restructuring costs relating to the TAG Programme, and transaction costs incurred on completed and pending acquisitions.

Share of results of associates and joint ventures before tax increased by £1.7 million to £6.7 million (six months ended 31 March 2017: £5.0 million), with Sinostar (50 per cent. Chinese joint venture) again performing well. There was also a foreign exchange gain of £0.6 million compared to a loss of £0.2 million in the previous period.

Statutory profit before tax fell to £1.3 million (six months ended 31 March 2017: £3.1 million) due to the extensive investment in the TAG Programme and an increase in transaction costs on completed and pending acquisitions.

Despite the revenue impact of the net cancellations and costs associated with the TAG Programme, headline profit before tax of £16.0 million was 4 per cent. higher than the same period last year. The positive revenue performance and continued growth at Sinostar (Chinese joint venture) enabled the Group to make additional investments into future events, spending £1.5 million more than in the six months ended 31 March 2017.

Basic and diluted earnings per share fell to (0.7)p from 0.6p primarily as a result of restructuring costs relating to the TAG Programme. Headline basic and diluted earnings per share fell to 3.7p from 3.9p due to a higher effective tax rate.

Russia

Russia reported revenues of £35.3 million (six months ended 31 March 2017: £30.9 million), up 14 per cent. compared to the prior year. With many events achieving sizeable increases in revenue. Yugagro in Krasnodar also achieved significant growth.

This positive trading was tapered by the adverse impact of the Ruble which weakened significantly during the period, and the timing of events across the region which did not occur in the six months ended 31 March 2017.

Asia

Asia reported revenues of £16.6 million (six months ended 31 March 2017: £13.2 million), up 26 per cent. compared to the prior year, due to India (£0.7 million), SE Asia (£0.2 million) and China (£0.4 million).

The positive benefit from the first year of Gehua revenues was also felt.

Central Asia

Central Asia reported revenues of £7.5 million (six months ended 31 March 2017: £8.6 million), down 13 per cent. compared to the prior year, due to the timing of events in Uzbekistan and Kazakhstan, and the disposal of the Summit event in Turkmenistan.

Eastern & Southern Europe

Eastern & Southern Europe reported revenues of £4.6 million (six months ended 31 March 2017: £6.8 million).

However Eurasia Rail was in its negative biennial year. Additionally, 3 low profit events in Turkey were cancelled.

Brands

Brands reported revenues of £11.3 million (six months ended 31 March 2017: £10.0 million). However, trading in Moda was down as a result of difficult trading conditions at the mid-market focused fashion event.

Breakbulk North America, which ran in October 2017 but did not run in financial year 2017, contributed significantly to revenues, however this was partially offset by non-recurring events and adverse FX movements.

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LIQUIDITY AND CAPITAL RESOURCES

7.1 Cash Flows

ITE Group's principal sources of liquidity are its cash flows from operating activities and its borrowings under existing credit facilities. ITE Group's principal uses of funds in recent years have been to fund its capital expenditure, tax payments, dividends and acquisitions.

ITE Group intends to continue to finance its working capital and capital expenditure programmes and any future acquisitions with a combination of cash flows from operating activities and its borrowings under existing credit facilities.

The following table summarises ITE Group's cash flows for the years ended 30 September 2015, 2016 and 2017 and the six months ended 31 March 2017 and 2018.

	For the year ended 30 September			For the period ended 31 March
	2017 £000	2016 £000	2015 £000	2018 £000	2017 £000
Net cash inflow from operating activities	35,495	34,335	30,327	8,131	19,229
Net cash outflow on investing activities	(11,757)	(20,187)	(57,010)	(1,293)	(7,101)
Net cash outflow from financing activities	(14,882)	(15,662)	(17,219)	(2,741)	(10,963)
Net increase/(decrease) in cash and cash equivalents	8,856	(1,514)	(9,464)	4,097	1,165

INDEBTEDNESS

	At 1 October		Foreign exchange	Cash and cash equivalents classified as held for sale	At 31 March 2018
	2017 £000	Cash flow £000
Cash	23,321	4,097	(270)	(914)	26,234
Bank Loans	(72,998)	(4,387)	-	-	(77,385)
Net Debt	(49,677)	(290)	(270)	(914)	(51,151)

Net debt of ITE Group at 31 March 2018 has reduced to £51.2 million (30 September 2017: £49.7 million). Net debt is defined as cash and cash equivalents after deducting bank loans. The Board of Directors considers net debt to be a reliable measure of ITE Group's net indebtedness that provides an indicator of the overall balance sheet strength. It is also a single measure that can be used to assess the combined impact of ITE Group's cash position and its indebtedness.

A refinancing of the ITE Group's external debt facility was completed on 22 November 2017 and gives the ITE Group access to a new £100 million facility from a syndicate of four banks: HSBC, Barclays, Citibank and Commerzbank. The facility amortises by £10.0 million each year and expires in November 2021.

Total drawdowns under the facility of £77.4 million at 31 March 2018 were denominated in Pounds Sterling (£75.5 million) and US Dollars (£1.9 million). At 31 March 2018 the ITE Group had £22.6 million (31 March 2017: £22.0 million) of undrawn committed facilities.

All borrowings are arranged at floating interest rates, thus exposing the ITE Group to interest rate risk. The ITE Group uses interest rate swaps to mitigate this risk, hedging £50.0 million of the debt (31 March 2017: £40.0 million; 30 September 2017: £40.0 million), reducing the exposure to fluctuations in interest rates. All borrowings are secured by a guarantee between a number of ITE Group companies.

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9. CONTRACTUAL COMMITMENTS AND OFF BALANCE SHEET ARRANGEMENTS

9.1 Contractual Commitments

The following table summarises ITE Group's contractual obligations, commercial commitments and principal payments scheduled as at 30 September 2017.

Contractual Payments due by period	Less than		More than
	Total £000	1 Year £000	2-5 years £000	5 years £000
Long-term debt obligations(1)	72,998	57	72,941	–
Operating leases	16,561	7,964	8,171	426
Total(2)	89,559	8,021	81,112	426

(1) This represents the principal portion of long-term borrowings of ITE Group, and as a result excludes the bank overdrafts due in less than one year. These amounts also exclude future interest payments associated with these borrowings. In addition, certain of these borrowing agreements include restrictive covenants that require ITE Group to, amongst other things, maintain certain financial ratios. Any violation of such covenants would potentially result in a change to the timing of these payments.

(2) Certain of these obligations are denominated in currencies other than Pounds Sterling, and have been translated from foreign currencies into Pounds Sterling based on the rate in effect at 30 September 2017. As a result, the actual payments will vary based on any change in exchange rates.

In addition, ITE Group has deferred and contingent consideration payments for its share and asset acquisitions, which are based on future business valuations and profit multiples and have been estimated on an acquisition-by-acquisition basis using available data forecasts. Contingent consideration is paid out between one to three years. For the year ended 30 September 2017, ITE Group had made contingent consideration payments totalling £3.7 million.

9.2 Off Balance Sheet Arrangements

ITE Group does not engage in any off-balance sheet arrangements.

10. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

In the course of its business, the ITE Group is exposed to a number of financial risks: market risk (including foreign currency and interest rate), credit risk, liquidity risk and capital risk. The ITE Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the ITE Group's financial performance.

10.1 Market Risk

Market risk is the risk that changes in foreign exchange rates and interest rates will affect the ITE Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The ITE Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The ITE Group enters into derivative financial instruments to manage its exposure to both. Market risk exposures are measured using sensitivity analysis.

10.1.1 Foreign Exchange Risk

The ITE Group undertakes certain transactions denominated in foreign currencies and therefore exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising foreign currency forward contracts.

10.1.2 Interest Rate Risk

As the ITE Group has no significant interest-bearing assets, other than cash, the ITE Group's income and operating cash flows are substantially independent of changes in

market interest rates. The ITE Group is exposed to interest rate risk through its borrowings at floating interest rates. This risk is managed by the ITE Group by maintaining a level of floating interest rate borrowings believed to be appropriate by the Directors and through the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, seeking to ensure the most cost-effective hedging strategies are applied.

10.2 Credit Risk

Credit risk arises because a counterparty may fail to perform its contractual obligations. The ITE Group's principal financial assets are cash and cash equivalents, trade and other receivables, venue advances and derivative financial instruments. The ITE Group's credit risk is primarily attributable to its trade and other receivables. The ITE Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The ITE Group's objective is to ensure all customers have paid before any service is provided to them. The concentration of credit risk is limited due to the ITE Group's customer base being large and unrelated. The credit risk on liquid funds arises due to where the liquid funds are held. The territories in which the ITE Group operates do not always have banks with high credit ratings assigned by international credit rating agencies such as Moody's and Fitch. The ITE Group aims to minimise the exposure to credit risk by minimising the level of cash held in such banks. The ITE Group's exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved financial institutions. Management review debtors based on when an event has been held. The Group invoices on receipt of signed contracts, with payments typically due in stages in the lead up to events. Any overdue amounts, after the stage of payment due date, are reviewed and chased.

Trade receivables consist of a large number of customers spread across diverse industries and geographical areas and the ITE Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group's customer base, including default risk of the industry and country, in which the customers operate, has less of an influence on credit risk.

10.3 Liquidity Risk

Liquidity risk is the risk that the ITE Group will not be able to meet its obligations as they fall due. Such risk may result from inadequate market depth or disruption or refinancing problems. Ultimate responsibility for liquidity risk management rests with the Board of Directors. They have built a liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The ITE Group manages liquidity risk by seeking to ensure continuity of funding for operational needs through cash deposits and debt facilities.

10.4 Capital Risk

The ITE Group manages its capital to seek to ensure that entities in the ITE Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the ITE Group consists of cash and cash equivalents and bank loan which are disclosed in Note 19 and Note 20 to the ITE 2017 Annual Report and Accounts and equity attributable to equity holders of the Parent, comprising issued capital, reserves and retained earnings as disclosed in Note 25 and in the Consolidated Statement of Changes in Equity.

11. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates. The estimates

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and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

The ITE Group is currently reviewing the impact of new standards, amendments and interpretations issued but not effective or yet to be endorsed by the EU, including specifically the impact of IFRS 9, IFRS15 and IFRS16 to determine both the accounting and disclosure implications. The adoption of these standards and interpretations in future periods is anticipated not to have a material impact on the financial statements of the ITE Group, with the exception of the adoption of IFRS 16 Leases, which will replace the current leasing standard, IAS 17 Leases, and IFRS 15 Revenue from contracts with customers.

IFRS 16 requires all leases to be treated in a consistent way to the current rules on finance leases. This will result in all leases being disclosed in the Statement of Financial Position, with the exception of short-term leases, where, for lease terms of less than twelve months, an election can be made to account for the expense in line with the payment terms.

This is expected to have a significant impact on both the ITE Group's Statement of Financial Position, as there will be an increase in lease assets and financial liabilities recognised, and the ITE Group's Income Statement, through a changing of the expense profile and the financial statement lines in which the expenses are recognised. The adoption of IFRS 16 will increase the expense charged at the beginning of our lease contracts, due to the straight-line operating lease expense charge being replaced by the finance cost approach, which, by its nature, is front-loaded. Currently, our operating lease rentals are recognised within administrative expenses but, under IFRS 16, these will be classified as finance costs and therefore operating profit is expected to increase on adoption. The financial impact of the changes has yet to be quantified by management.

The adoption of IFRS 15 is not expected to have a material impact on the ITE Group's Income Statement but may lead to a change in the Statement of Financial Position. The ITE Group has significant forward bookings, which are currently recognised within trade debtors and deferred income at the point at which a contractual obligation to provide the service arises. Under IFRS 15, the deferred income, and corresponding debtor, may not be recognised until the earlier of the service being provided and the payment falling due. This may result in a material reduction to the deferred income and trade receivables on adoption of the standard. Management is currently in the process of assessing the extent of the impact on adoption of the new standard and the financial impact of the changes has yet to be quantified.

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PART B: OPERATING AND FINANCIAL REVIEW OF ASCENTIAL EXHIBITIONS BUSINESS

The following is a discussion of the Ascential Exhibitions Business' results of operations and financial condition for the years ended 31 December 2015, 2016 and 2017. Prospective investors should read the following discussion, together with the whole of this document and any documents incorporated by reference herein, including Risk Factors, the Ascential Exhibition Business's historical consolidated financial statements and the related notes included in Part XVI (Historical Financial Information Relating to Ascential Exhibitions Business) and should not just rely on the key or summarised information contained in this Part XIV.

This section contains "forward-looking statements". Those statements, although based on assumptions that the ITE Directors consider to be reasonable, are subject to risks, uncertainties and other factors that could cause the Ascential Exhibitions Business' future results of operations or cash flows to differ materially from the results of operations or cash flows expressed or implied in such forward-looking statements. Among the important factors that could cause Ascential Exhibition Business' actual results, performance or achievements to differ materially from those expressed in such forward-looking statements are those in the sections headed "Forward-Looking Statements" and "Risk Factors" in this document. All statements other than statements of historical fact, such as statements regarding the Ascential Exhibition Business' future financial position, risks and uncertainties related to the Ascential Exhibition Business, plans and objectives for future operations, are forward looking statements.

OVERVIEW

The Ascential Exhibitions Business organises large-scale exhibitions and congresses where customers come together to form business relationships and transact. The Ascential Exhibitions Business comprises a diversified portfolio of well positioned brands:

Brand	End market
Bett (including The Education Show)	Education Technology
CWIEME	Electric Motor, Generator and Transformer
Spring & Autumn Fair	Home & Gift Retail
Pure	Fashion Retail
Glee	Gardening Retail
BVE	Entertainment and Media

The Ascential Exhibitions Business operates within Ascential's Exhibitions and Festivals division, which includes additional brands such as Cannes Lions and Money20/20 that are not being acquired as part of the Acquisition.

For the year ended 31 December 2017, the Ascential Exhibitions Business generated revenue of £83.0 million, Target Adjusted EBITDA of £23.8 million, profit before tax of £18.7 million, and employed 197 employees across its four offices globally.

The Directors of ITE Group plc, when assessing the underlying financial performance of the ongoing Ascential Exhibitions Business, have made certain adjustments to the revenue and Target Adjusted EBITDA of the Ascential Exhibitions Business set out in the historical financial information set out in Part XVI (Historical Financial Information Relating to the Ascential Exhibitions Business) as below, removing the results of events not being acquired, discontinued event revenue and profit, certain corporate allocations and other pro forma adjustments:

For revenue (ITE's view): deducting £4.5 million for discontinued event revenue; adding back £0.2 million for constant currency adjustments; and deducting £0.9 million for accounting adjustments.
For Target Adjusted EBITDA (ITE's view): deducting £0.3 million for exceptional items; adding back £0.9 million for Ascential group recharges not ongoing; and deducting £0.4 million for normalised employee costs.

As a result, the Directors believe that for the year ended 31 December 2017, revenue (ITE's view) of £77.5 million and Target Adjusted EBITDA (ITE's view) of £24.0 million is more representative of the underlying financial performance of the ongoing Ascential Exhibitions Business.

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2. CURRENT TRADING AND PROSPECTS

Since 31 December 2017, trading has been in line with expectations and there has been no significant change in the financial or trading position of the Ascential Exhibitions Business since that date.

3. KEY COMPONENTS OF THE ASCENTIAL EXHIBITIONS BUSINESS' INCOME STATEMENT

The key line items of the Group's consolidated income statement are described below.

3.1 Revenue

Revenue represents the fair value of amounts the Ascential Exhibitions Business earns for goods and services provided in the ordinary course of business net of discounts, customs duties and sales taxes. Revenue is only recognised for barter transactions which are considered dissimilar to each other in nature and a corresponding amount is included in operating costs.

3.2 Cost of sales

3.3 Administrative expenses

The most significant operating expenses are:

staff costs: these principally comprise salaries, bonuses, profit share, pension costs and associated taxes and social security contributions; and
other expenses: these principally comprise property costs including the lease expenses for the Ascential Exhibitions Business' offices, professional fees, IT support, office expenses, travel-related costs, and contractor costs, recruitment expenses and reorganisation costs, including vacant property provisions.

3.4 Depreciation and amortisation

Depreciation and amortisation of tangible and intangible assets represents a significant cost to the business and these are separately identified below Target Adjusted EBITDA. Estimated useful lives and residual values are reviewed at each reporting date.

The Directors believe that under ITE's ownership, and in line with ITE's accounting policies, the depreciation charge incurred by the Ascential Exhibitions Business on an ongoing basis will be significantly less than it has previously been under Ascential's ownership.

3.5 Foreign exchange gain/loss on operating activities

exchange risk arises from future commercial transactions to which the Ascential Exhibitions Business is already committed, recognised assets and liabilities and net investments in foreign operations.

3.6 Exceptional items

Exceptional items are from both portfolio investment and divestment decisions, and so do not reflect current operational performance. These items are presented separately on the face of the income statement, but within their relevant income statement caption to assist in the understanding of the performance and financial results as these types of cost do not form part of the underlying business.

3.7 Net interest

Finance costs are recognised on an effective yield basis. Finance income is recognised on the accruals basis.

3.8 Tax

Tax consists of the corporation tax charge on the Ascential Exhibitions Business' ordinary activities and any deferred tax credit or charge accounted for in the period, together with any adjustments in respect of prior periods or the effect of a change in rate in any of the Ascential Exhibitions Business' operating jurisdictions.

4. KEY PERFORMANCE INDICATORS

The Ascential Exhibitions Business monitors its performance by using revenue, forward bookings, and Target Adjusted EBITDA as key performance indicators of its business, and believes that the presentation of headline measures enhances investors' understanding of the Ascential Exhibitions Business' performance.

4.1 Revenue

Revenue growth, and in particular like-for-like revenue growth, event timing differences, acquisitions and disposals, launches and cancellations and changes in foreign exchange rates, is used as a key measure of performance for the Ascential Exhibitions Business.

The table below sets out the revenue and revenue growth for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December
	2017	2016	2015
	£000	£000	£000
Revenue	82,952	81,481	82,204
Revenue growth	1.8%	(0.9)%

4.2 Forward bookings

Forward bookings will be used by the Company as a key measure of performance following Completion, as this provides a strong indicator of the expected performance of the Group over the coming 12 months.

4.3 Target Adjusted EBITDA

Target Adjusted EBITDA is a non-IFRS alternative performance measure defined as operating profit before expensing depreciation, amortisation, exceptional items and share-based payments.

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The table below sets out the Target Adjusted EBITDA for the years ended 31 December 2015, 2016 and 2017.

(£'000)	2017	2016	2015
Profit for the year	14,658	15,038	16,367
Depreciation and software amortisation	2,392	1,755	1,349
Amortisation of acquired intangible assets	1,126	1,727	1,596
Loss on disposal of business	1,244	–	–
Share-based payments	296	61	–
Net finance costs	33	293	154
Taxation	4,072	4,434	4,497
Target Adjusted EBITDA	23,821	23,308	23,963

5. KEY FACTORS AFFECTING THE ASCENTIAL EXHIBITIONS BUSINESS' RESULTS OF OPERATIONS

The results of the Ascential Exhibitions Business' operations have been, and will continue to be, affected by many factors, some of which are beyond the Ascential Exhibitions Business's control. This section sets out the factors that the Ascential Exhibitions Business believes have materially affected the Ascential Exhibitions Business's results of operations in the periods under review or could materially affect its results of operations in the future. For a discussion of certain factors that may adversely affect the Ascential Exhibitions Business's results of operations and financial condition, see the risk factors set out in the section headed "Risk Factors".

5.1 Acquisitions, Disposals and Event Discontinuations

Over the past three years, the Ascential Exhibitions Business has maintained a focused acquisition, non-core disposal and event discontinuation strategy, to build focus across specific end-market verticals across geographic markets.

During the period under review, acquisitions, disposals and event discontinuations have affected the Ascential Exhibitions Business' financial results. The acquisitions, disposals and event discontinuations in the most recent completed financial year are set out below:

Recycling Waste Management: In December 2017 the Ascential Exhibitions Business disposed of the trade and assets of RWM. RWM contributed £3,912,000 and £193,000 to the Ascential Exhibitions Business' revenue and Target Adjusted EBITDA during 2017 respectively. The combined income statement does not present this disposed operation separately from continuing operations. The Ascential Exhibitions Business recognised a total loss on disposal of £1,244,000 presented separately as an item added back to calculate Target Adjusted EBITDA of the Ascential Exhibitions Business.
CWIEME Istanbul and Bett Academies: Strategic decision taken in 2017 to discontinue CWIEME Istanbul due to the economic environment. CWIEME Istanbul contributed £358,000 to the Ascential Exhibitions Business' revenue during 2017, generating a £152,000 loss to Target Adjusted EBITDA. Bett Academies launched to run alongside the Education Show in 2017, did not achieve visitor/delegate penetration and so the decision was taken to not run the event again. Bett Academies contributed £193,000 to the Ascential Exhibitions Business' revenue during 2017, generating a £92,000 loss to Target Adjusted EBITDA.

5.2 Impairment Charges

No impairment charges were taken in the years ended 31 December 2015, 2016 and 2017.

5.3 Macroeconomic Conditions in End Markets and Overall Economic Environment

The Ascential Exhibitions Business's offerings represent a small proportion of the overall size of the end-markets. The performance of the overall Ascential Exhibitions Business depends, at least in part, on the financial health of its customers, which in turn can be dependent on the economic conditions of the industries and geographic regions in which they operate. An economic slowdown, which would

include a general contraction in consumer spending resulting from, among other factors, reduced consumer confidence, falling gross domestic product, rising unemployment rates and uncertainty in the macroeconomic environment could have an adverse effect on the financial health of the Ascential Exhibitions Business's customers.

The Directors understand that the Ascential Exhibitions Business has sought to mitigate these risks, where possible, through diversification of its operations across markets and geographies, which provides it with a broad customer base. For the year ended 31 December 2017, the Ascential Exhibitions Business' revenue percentage by geographical region was as follows: 83.3 per cent. in the United Kingdom, 9.9 per cent. in Other Europe, 1.5 per cent. in the United States and Canada, 1.6 per cent. in Asia Pacific, 0.9 per cent. in the Middle East & Africa, and 2.8 per cent. in Latin America.

Changes in law or the regulatory environment could have an effect on some or all of the exhibitions of the Ascential Exhibitions Business. As an international organisation, political and regulatory changes in the regions in which the Ascential Exhibitions Business organises exhibitions could impact the ability to operate in these territories. The Ascential Exhibitions Business has established local companies that contribute to the local economy in the countries where there are operations. Over recent years, the Ascential Exhibitions Business has diversified the business geographically, into new regions and markets, reducing the proportion of the business that is exposed to a single country or region's political and regulatory environment. The largest market represented approximately 83.3 per cent. of the Ascential Exhibitions Business' revenues in the year ended 31 December 2017.

An economic downturn or period of uncertainty could reduce demand for exhibition space, which would in turn reduce the profitability of the Ascential Exhibitions Business' exhibitions. The Ascential Exhibitions Business operates across a wide range of sectors and countries in order to manage the exposure to any single market. The nature of the Ascential Exhibitions Business' business model is such that, with revenues often contractually committed in advance of the costs incurred, the Ascential Exhibitions Business can react to periods of economic instability to seek to protect the profitability of the exhibitions. The Directors believe that the Ascential Exhibitions Business maintains strong relationships with venues and staff, which contribute to a relatively flexible cost structure, allowing the ability to manage event margins in the short and medium term.

As a UK-headquartered international group, with 93.2 per cent. of revenues generated from the UK and continental Europe, the impact of Britain's exit from the European Union is not considered material. Following Completion, the Directors will keep this under review as the form of the exit becomes clearer, including the treatment of colleagues employed in the UK who come from continental Europe.

5.4 Foreign Currency Fluctuations and Translation

The Ascential Exhibitions Business operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro and the Brazilian Real. Foreign exchange risk arises from future commercial transactions to which the Ascential Exhibitions Business is already committed, recognised assets and liabilities and net investments in foreign operations.

Each month the Ascential Exhibitions Business' subsidiary company results are translated into Pounds Sterling, from the functional currencies of the subsidiary companies, on consolidation, using the prevailing foreign exchange rates for the month. Changes in foreign exchange rates result in fluctuations of the level of profits reported for the Ascential Exhibitions Business. The impact of the changes in foreign exchange rates is included within the results, within the relevant lines in the consolidated income statement. To aid comparability of trading results, when presenting like-for-like performance the Ascential Exhibitions Business adjusts for the impact of changes in foreign exchange rates on translation.

The principal exposure is to the Euro mainly relating to revenues from CWIEME's Berlin-based event. The Ascential Exhibitions Business seeks to manage exposure by maintaining a proportion of currency debt in proportion to its currency earnings to obtain natural offsets.

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6. RESULTS OF OPERATIONS

The following table sets out certain income statement items for the Ascential Exhibitions Business for the years ended 31 December 2015, 2016 and 2017.

(£'000)	Note	2017	2016	2015
Continuing operations
Revenue	5	82,952	81,481	82,204
Cost of sales		(33,354)	(32,485)	(31,127)
Sales, marketing and administrative expenses		(30,835)	(29,231)	(30,059)
Operating profit	6	18,763	19,765	21,018
Finance costs	9	(33)	(293)	(154)
Profit before taxation		18,730	19,472	20,864
Taxation	10	(4,072)	(4,434)	(4,497)
Profit for the year		14,658	15,038	16,367

6.1 Year ended 31 December 2017 as compared to year ended 31 December 2016

The Ascential Exhibitions Business revenue grew by 1.8 per cent. to £83.0 million from £81.5 million while Target Adjusted EBITDA grew 2.2 per cent. to £23.8 million from £23.3 million. A slight increase in Target Adjusted EBITDA margin to 28.7 per cent. from 28.6 per cent.

Sales costs increased as a proportion of total revenue in FY2017 reflecting increased Bett sponsorship delivery costs, and external commissions paid to international sales agents.

Marketing costs, similarly to sales costs, increased in FY2017 following substantial investment in visitor promotion activities to improve visitor numbers, which will not be replicated in future periods.

Content costs, whilst small, have increased as a percentage of revenue, the primary driver relating to funding of new staff to improve show experience and visitor numbers.

The exceptional item of £1.2 million relates to the loss on disposal of RWM in December 2017.

Finance costs decreased due to the discount unwind of deferred consideration reducing in line with the deferred period.

In respect of the four key events of the Ascential Exhibitions Business:

Revenues for Bett were £16.1 million in the year ended 31 December 2017, compared to £14.4 million in the year ended 31 December 2016; revenues for CWIEME were £9.4 million in the year ended 31 December 2017, compared to £9.0 million in the year ended 31 December 2016; revenues for Spring and Autumn Fairs were £33.6 million in the year ended 31 December 2017, compared to £34.1 million in the year ended 31 December 2016; and revenues for Pure were £9.1 million in the year ended 31 December 2017, compared to £9.0 million in the year ended 31 December 2016
Target EBITDA Before Unallocated Costs for Bett was £6.0 million in the year ended 31 December 2017, compared to £5.7 million in the year ended 31 December 2016. Target EBITDA Before Unallocated Costs for CWIEME was £5.6 million in the year ended 31 December 2017, compared to £5.3 million in the year ended 31 December 2016; Target EBITDA Before Unallocated Costs for Spring and Autumn Fairs was £14.3 million in the year ended 31 December 2017, compared to £14.8 million in the year ended 31 December 2016; and Target EBITDA Before Unallocated Costs for Pure was £3.2 million in the year ended 31 December 2017, compared to £3.3 million in the year ended 31 December 2016.

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6.2 Year ended 31 December 2016 as compared to the year ended 31 December 2015

The Ascential Exhibitions Business revenue contracted by 0.9 per cent. to £81.5 million from £82.2 million while Target Adjusted EBITDA contracted 2.7 per cent. to £23.3 million from £24.0 million. Target Adjusted EBITDA margin declined from 29.2 per cent. in the year ended 31 December 2015 to 28.6 per cent. in the year ended 31 December 2016.

In respect of the four key events of the Ascential Exhibitions Business:

Revenues for Bett were £14.4 million in the year ended 31 December 2016, compared to £13.1 million in the year ended 31 December 2015; revenues for CWIEME were £9.0 million in the year ended 31 December 2016, compared to £8.7 million in the year ended 31 December 2015; revenues for Spring and Autumn Fairs were £34.1 million in the year ended 31 December 2016, compared to £33.0 million in the year ended 31 December 2015; and revenues for Pure were £9.0 million in the year ended 31 December 2016, compared to £8.7 million in the year ended 31 December 2015
Target EBITDA Before Unallocated Costs for Bett was £5.7 million in the year ended 31 December 2016, compared to £5.8 million in the year ended 31 December 2015; Target EBITDA Before Unallocated Costs for CWIEME was £5.3 million in the year ended 31 December 2016, compared to £5.1 million in the year ended 31 December 2015; Target EBITDA Before Unallocated Costs for Spring and Autumn Fairs was £14.8 million in the year ended 31 December 2016, compared to £13.7 million in the year ended 31 December 2015; and Target EBITDA Before Unallocated Costs for Pure was £3.3 million in the year ended 31 December 2016, compared to £3.4 million in the year ended 31 December 2015

7. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Ascential Exhibitions Business is exposed to various market risks which are described in detail in Part II (Risk Factors) of this Prospectus. The exposure to foreign currency risk is summarised below.

The Ascential Exhibitions Business' reporting currency is Pounds Sterling, however it operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Brazilian Real. Foreign exchange risk arises from future commercial transactions to which the Ascential Exhibitions Business is already committed, recognised assets and liabilities and net investments in foreign operations.

Foreign currency movements impact on the income statement together with its cash flow profile and leverage ratio position. The impact depends on whether there is a surplus or deficit in each currency from operating activities together with the interest and finance charge in those currencies. The Ascential Exhibitions Business' policy has been to protect its cash flow and leverage ratio position by maintaining a proportion of currency debt in proportion to its currency earnings to obtain natural offsets.

For illustrative purposes, the table below provides details of the impact on revenue and Target Adjusted EBITDA if the actual reported results were restated for Pounds Sterling weakening by 1 per cent. against the Brazilian Real and Chinese Yuan exchange rates in isolation.

(£'000)	2017 Revenue	2017 Adjusted EBITDA	2016 Revenue	2016 Adjusted EBITDA	2015 Revenue	2015 Adjusted EBITDA
Increase in revenue/Target Adjusted EBITDA if:
Pounds Sterling weakens by 1% against Brazilian Real in isolation	18	2	12	1	18	2
Pounds Sterling weakens by 1% against Chinese Yuan in isolation	6	1	7	2	7	1

8. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The financial information incorporated by reference is described in Part XVI (Historical Financial Information Relating to the Ascential Exhibitions Business).

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PART XV

HISTORICAL FINANCIAL INFORMATION RELATING TO THE ITE GROUP

2015 Annual Report and Accounts, 2016 Annual Report and Accounts, 2017 Annual Report and Accounts and 2018 Interim Financial Information

The audited consolidated financial statements of the Company included:

(a) in the 2015 Annual Report and Accounts for the year ended 30 September 2015;
(b) in the 2016 Annual Report and Accounts for the year ended 30 September 2016; and
(c) in the 2017 Annual Report and Accounts for the year ended 30 September 2017,

together with the audit opinions thereon, are incorporated by reference into this document.

The audit opinion to the members of ITE Group for the year ended 30 September 2015 is set out on page 70 of the 2015 Annual Report and Accounts.

The audit opinion to the members of ITE Group for the year ended 30 September 2016 is set out on page 68 of the 2016 Annual Report and Accounts.

The audit opinion to the members of ITE Group for the year ended 30 September 2017 is set out on page 74 of the 2017 Annual Report and Accounts.

The interim results of the Group for the six months to 31 March 2018 are incorporated by reference into this document.

The financial information contained in this document which relates to the Company does not constitute statutory accounts as referred to in section 434 of the Companies Act.

Deloitte LLP of 2 New Street Square, London EC4A 3BZ has issued an unqualified audit opinion on the consolidated financial statements of the Group included in the 2015 Annual Report and Accounts, the 2016 Annual Report and Accounts and the 2017 Annual Report and Accounts.

See Part XX (Documents Incorporated by Reference) of this document for further details about information that has been incorporated by reference into this document.

Basis of financial information

Other than where stated, the 2015 Financial Information has been extracted without material adjustment from the 2015 Annual Report and Accounts which are incorporated by reference into this document.

Other than where stated, the 2016 Financial Information has been extracted without material adjustment from the 2016 Annual Report and Accounts which are incorporated by reference into this document.

The 2017 Financial Information has been extracted without material adjustment from the 2017 Annual Report and Accounts which is incorporated by reference into this document.

The 2018 Interim Financial Information has been extracted without material adjustment from the 2018 Interim Financial Information which is incorporated by reference into this document.

See Part XX (Documents Incorporated by Reference) of this document for further details about information that has been incorporated by reference into this document.

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PART XVI

HISTORICAL FINANCIAL INFORMATION RELATING TO THE ASCENTIAL EXHIBITIONS BUSINESS

PART A: COMBINED FINANCIAL STATEMENTS AND NOTES TO COMBINED FINANCIAL STATEMENTS

COMBINED INCOME STATEMENT

FOR THE THREE YEARS ENDED 31 DECEMBER 2015, 2016 AND 2017

(£'000)	Note	2017	2016	2015
Continuing operations
Revenue	5	82,952	81,481	82,204
Cost of sales		(33,354)	(32,485)	(31,127)
Sales, marketing and administrative expenses		(30,835)	(29,231)	(30,059)
Operating profit	6	18,763	19,765	21,018
Finance costs	9	(33)	(293)	(154)
Profit before taxation		18,730	19,472	20,864
Taxation	10	(4,072)	(4,434)	(4,497)
Profit for the year		14,658	15,038	16,367

COMBINED STATEMENT OF OTHER COMPREHENSIVE INCOME

FOR THE THREE YEARS ENDED 31 DECEMBER 2015, 2016 AND 2017

(£'000)	2017	2016	2015
Profit for the year	14,658	15,038	16,367
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange (loss)/gain on translation of overseas operations	(88)	355	(589)
Total other comprehensive (expense)/income	(88)	355	(589)
Total comprehensive income for the year	14,570	15,393	15,778

COMBINED BALANCE SHEET AS AT 31 DECEMBER 2015, 2016 AND 2017

(£'000)	Note	2017	2016	2015
Assets
Non-current assets
Intangible assets and goodwill	12	22,535	26,433	26,620
Property, plant and equipment	13	3,322	4,958	2,343
Other receivables		336	588	–
Deferred tax assets	14	860	509	561
		27,053	32,488	29,524
Current assets
Trade and other receivables	15	29,510	26,873	27,736
Cash and cash equivalents	16	1,209	950	888
		30,719	27,823	28,624
Total assets		57,772	60,311	58,148
Liabilities
Current liabilities
Trade and other payables	17	11,527	12,221	14,401
Deferred income		44,405	45,562	46,638
Current tax liabilities		4,012	3,891	4,348
		59,944	61,674	65,387
Non-current liabilities
Deferred income		255	386	73
Deferred and contingent consideration		–	110	567
Deferred tax liabilities	14	327	218	109
Provisions	18	523	523	–
		1,105	1,237	749
Total liabilities		61,049	62,911	66,136
Net liabilities		(3,277)	(2,600)	(7,988)
Capital attributable to owners
Invested capital attributable to equity owners		(3,277)	(2,600)	(7,988)
Total capital		(3,277)	(2,600)	(7,988)

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COMBINED CASH FLOW STATEMENT
FOR THE THREE YEARS ENDED 31 DECEMBER 2015, 2016 AND 2017

(£'000)	Note	2017	2016	2015
Cash flows from operating activities
Profit before taxation		18,730	19,472	20,864
Adjustments for:
Depreciation and amortisation	12, 13	3,518	3,482	2,945
Exceptional items	6	1,244	–	–
Share-based payments	8	296	61	–
Finance costs	9	33	293	154
Cash generated from operations before changes in working capital and provisions		23,821	23,308	23,963
Changes in:
Receivables		(2,093)	2,957	783
Payables and deferred income		(1,805)	(5,790)	(1,574)
Cash generated from operations		19,923	20,475	23,172
Income tax paid		(3,891)	(4,348)	(2,972)
Net cash from operating activities		16,032	16,127	20,200
Cash flows from investing activities
Settlement of deferred consideration		(1,094)	(1,911)	(432)
Acquisition of software intangibles and property, plant and equipment	12, 13	(316)	(3,680)	(840)
Disposal of businesses (net of cash disposed of)	11	363	–	–
Net cash used in investing activities		(1,047)	(5,591)	(1,272)
Cash flows from financing activities
Changes in intercompany funding balances		(14,758)	(10,276)	(18,745)
Net cash used in financing activities		(14,758)	(10,276)	(18,745)
Net increase in cash and cash equivalents		227	260	183
Cash and cash equivalents at 1 January	16	950	888	559
Effect of exchange rate changes		32	(198)	146
Cash and cash equivalents at 31 December	16	1,209	950	888

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COMBINED STATEMENT OF CHANGES IN EQUITY FOR THE THREE YEARS ENDED 31 DECEMBER 2015, 2016 AND 2017

(£'000)	Total capital
Balance at 1 January 2015	(4,809)
Profit for the financial year	16,367
Other comprehensive expense	(589)
Net transfers to Ascential plc group	(18,957)
Balance at 31 December 2015	(7,988)
Balance at 1 January 2016	(7,988)
Profit for the financial year	15,038
Other comprehensive income	355
Share-based payments	61
Taxation on share-based payments	2
Net transfers to Ascential plc group	(10,068)
Balance at 31 December 2016	(2,600)
Balance at 1 January 2017	(2,600)
Profit for the financial year	14,658
Other comprehensive expense	(88)
Share-based payments	296
Taxation on share-based payments	42
Net transfers to Ascential plc group	(15,585)
Balance at 31 December 2017	(3,277)

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NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017

BACKGROUND

The combined financial statements of the Ascential Exhibitions Business for the three years ended 31 December 2015, 2016 and 2017 ("Historical Financial Information" or "HFI") were prepared by the directors of ITE Group plc ("ITE") and approved on 5 June 2018. The Ascential Exhibitions Business owns and manages a portfolio of world-renowned trade events, exhibitions and congresses, which includes Spring Fair, Autumn Fair, BETT, BVE, Pure and CWIEME.

These combined financial statements have been prepared for the purposes of presenting financial information of the business that is subject to the proposed transaction – the acquisition of the entire issued and to be issued share capital of Ascential Events Limited (the "Target"), which owns and operates the Ascential Exhibitions Business, by ITE Group plc (the "Acquisition"). The HFI has been prepared on a 'carve-out' basis from Ascential plc's consolidated financial information by combining the historical results, assets and liabilities attributable to the relevant operations of Target Group.

The separate legal entities and businesses carved out that constitute the Ascential Exhibitions Business. The Target Group did not constitute a separate legal entity and did not prepare consolidated financial statements during the periods presented in this HFI. The HFI of the Ascential Exhibitions Business includes certain, but not all, assets, liabilities, results and cash flows pertaining to the Target. It also includes the following legal entities which together with the Target form the Target Group:

Ascential Events (Shanghai) Company Limited;
Ascential Eventos Limitada; and
Ascential Fuarcilik Organizasyon ve Tanitim Hizmetleri Anonim Sti.

The Target also has 100% direct holdings in subsidiaries not included in the HFI. These entities are Ascential Events Pte Ltd and Ascential Events (HangZhou) Company Limited which will be transferred before the sale is finalised.

BASIS OF PREPARATION

This basis of preparation describes how the HFI has been prepared using ITE's accounting policies and in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations as adopted by the European Union ("EUIFRS") as at 30 September 2017, except as described below.

IFRS as adopted by the European Union does not provide for the preparation of carve-out HFI, or for the specific accounting treatment set out below. Accordingly, in preparing the carve-out HFI, certain accounting conventions commonly used for the preparation of carve-out HFI for inclusion in investment circulars as described in the Annexure to SIR 2000 (Investment Reporting Standard applicable to public reporting engagements on historical financial information) issued by the UK Auditing Practices Board have been applied. The application of these conventions results in the following material departures from EUIFRS; in all other respects, EUIFRS has been applied and the financial information relating to the Target Group has been prepared in a form that is consistent with the accounting policies adopted in ITE Group plc's latest annual accounts.

As explained above, the HFI is not prepared on a consolidated basis and therefore does not comply with the requirements of IFRS 10 'Consolidated Financial Statements'. However, the HFI has been prepared on a combined basis applying the principles underlying the consolidations procedures of IFRS 10.
The Target Group did not constitute a separate legal entity and therefore financial statements have not previously been prepared. In preparing the HFI, IFRS 1 has been applied by analogy only, as further explained in note 24, to prepare an opening balance sheet as at 1 January 2015.

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Transactions and balances between separate entities and businesses included within the HFI have been eliminated. Transactions and balances with other entities within the Ascential plc group but outside the Target Group are shown as external transactions and balances with related parties (see note 19).

The UK legal entities within the Target Group participate in a centralised treasury and cash pooling arrangements in Pounds Sterling, US Dollars and Euros. Under these arrangements, after receipt or payments in each company's bank account, certain net cash balances are automatically remitted or funded at the end of each working day into or from a central bank account, with the subsidiary bank account left at zero at the end of each day. Outside of the UK, the cash position is monitored by Ascential plc Group Treasury and any identified surplus funds are repatriated to the UK when appropriate, except where local regulations do not easily allow such cash management flows (e.g. China and Brazil).

Corporate recharges from Ascential plc and other Ascential Group entities outside the Target Group are charged or credited by way of intercompany accounts (and are disclosed as related party transactions). Likewise, any funding requirements, equity investments or equity returns are charged or credited by way of intercompany transactions.

The balances created through the cash pooling arrangement and the receivables and payables from intercompany transactions are presented within invested capital attributable to equity owners.

Given that the cash pooling arrangement including overall receivables and payables with Ascential plc and funding balances with Ascential plc are presented within invested capital, no interest has been charged on intercompany loans or trading balances. This is not representative of interest income and expenses that would have been reported had the Target Group been an independent group, nor is it representative of the interest income and expense that may arise in the future.

The carve-out HFI for the Target Group has been prepared by excluding the results and net assets for two events which were previously recorded within the Target but which are to be retained by the Ascential plc. These include revenues and operating costs, intangible assets, investments, provisions, deferred tax assets and other working capital balances.

The HFI is intended to present the results of the Target Group as if it had operated as an independent entity during the periods presented. As a result, the HFI for the Target Group has been prepared to only reflect those costs related to the operations of the Target Group by removing recharged certain central costs which are not considered to be necessary for the Target Group as a standalone entity. The costs have been removed consistently in all periods presented in the HFI and total £5,303,000 for the year ended 31 December 2017 (2016: £3,909,000; 2015: £3,428,000). The HFI and allocation of certain expenses may not be indicative of costs which may arise in the future.

The provision for income taxes has been calculated as if each entity within the Target Group completed separate tax returns, and the Target tax calculation has been adjusted to remove the events which do not form part of the Target Group and certain central cost recharges as described above. The tax charges recorded in the combined income statement and combined statement of comprehensive income are intended to be representative of the tax charges that would have been reported had the Target Group been an independent entity throughout the period presented. They are not necessarily representative of the tax charges that may arise in the future.

Post balance sheet events have been considered for the most recent balance sheet date 31 December 2017.

The combined financial information is presented in Pounds Sterling (£) and all values are rounded to the nearest thousand (£'000) except when otherwise indicated.

Going concern

The Directors of ITE have assessed the expected performance and financial position of the Target Group, including the impact of the acquisition, and are satisfied that it will continue to be able to meet its financial obligations for the foreseeable future. As a result, this historic financial information has been prepared on a going concern basis.

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3. ACCOUNTING POLICIES

Foreign currency translation

The functional currency of the subsidiaries is the currency of the primary economic environment in which they operate. The HFI is presented in Pounds Sterling, which is the presentational and functional currency of the Target Group.

Foreign currency transactions are recorded at the exchange rate ruling at the date of transaction. Foreign currency monetary assets and liabilities are translated at the rates of exchange ruling at the balance sheet date. All differences are taken to the combined income statement. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate in force at the date of the initial transaction.

As at the reporting date, the assets and liabilities of overseas subsidiaries are translated into Pounds Sterling at the rate of exchange applicable at the reporting date and their combined income statements are translated at the average exchange rates for the period. The exchange differences arising from the retranslation of foreign operations are taken directly to a separate component of equity. On disposal of a foreign operation, the cumulative amount recognised in equity relating to that operation is recognised in the combined income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date.

Revenue

Revenue is measured at the fair value of the consideration received, net of discounts, customs duties and sales taxes. Revenue is only recognised for barter transactions which are considered dissimilar to each other in nature and a corresponding amount is included in operating costs.

Events revenue is recognised when the event takes place. Pre-paid event revenues are shown as deferred income and released to the income statement in accordance with the revenue recognition criteria above.

Effective 1 January 2018, the Target Group has adopted IFRS 15 'Revenue from Contracts with Customers'.

Alternative Performance Measures

Note 6 to the HFI includes Alternative Performance Measures, including Target Adjusted EBITDA, as a measure of profitability in order to provide a better understanding of the trading performance of the Target Group. Target Adjusted EBITDA is a non-IFRS measure, defined as the Target Group's operating profit before expensing depreciation of tangible fixed assets and amortisation of software, exceptional items, amortisation of acquired intangible assets, impairment of tangible fixed assets and software intangibles and share-based payments.

Finance costs

Finance costs are recognised on an effective interest basis.

Income tax

The Target Group is primarily subject to corporation tax in the UK, Brazil and China and judgement and estimates of future profitability are required to determine its deferred tax position. If the final tax outcome is different to that assumed, resulting changes will be reflected in the combined income statement, unless the tax relates to an item charged to equity, in which case the changes in tax estimates on those items will be reflected in equity.

Income tax on the profit or loss for the period comprises current tax and deferred tax. Income tax is recognised in the combined income statement, except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is tax payable based on taxable profits for the period, using tax rates that have been enacted or substantively enacted at the reporting date, along with any adjustment relating to tax payable in previous years. Taxable profit differs from net profit in the combined income statement in that income or expense items that are taxable or deductible in other years are excluded, as are items that are never taxable or deductible.

Using the liability method, deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, except for certain temporary differences, such as goodwill that is not deductible for tax purposes.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year in which the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date.

The deferred tax assets and liabilities are only offset where they relate to the same taxing authority and the Target Group has a legal right to offset.

Intangible assets

Goodwill

Goodwill arises where the fair value of the consideration given for a business exceeds the fair value of net identifiable assets of the business at the date of acquisition. Goodwill is allocated or grouped at the lowest levels, for which there are identifiable cash flows, known as cash generating units or CGUs. The Target Group considers that a CGU is a business unit because independent cash flows cannot be identified below this level.

Goodwill arising on acquisition is capitalised and subject to impairment review, both annually and when there are indications that the carrying value may not be recoverable. For goodwill impairment purposes, no CGU is larger than the reporting segments determined in accordance with IFRS 8 'Operating Segments'. The recoverable amount of goodwill is assessed on the basis of the value-in-use estimate for CGUs to which the goodwill relates. Where the carrying value exceeds the recoverable amount the goodwill is considered impaired. Any impairment is recognised in the combined income statement.

Other intangibles

Intangible assets other than goodwill are those that are distinct and can be sold separately or arise from legal rights. Intangible assets acquired as part of a business combination are capitalised at fair value at the date of acquisition. Intangible assets purchased separately are capitalised at cost.

The cost of intangible assets is amortised and charged to the combined income statement on a straight-line basis over their estimated useful lives as follows:

Brands	5-20 years
Software	3-5 years

Useful lives are examined every year and adjustments are made, where applicable, on a prospective basis.

Website development costs (included under databases) relating to websites which are revenue generating are capitalised and amortised over three to five years. Development costs relating to websites which are not revenue generating are taken immediately to the combined income statement.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost comprises expenditure directly attributable to the purchase of the asset. Assets are depreciated to their estimated residual value, on a straight-line basis, over their estimated useful life as follows:

Short leasehold property	5-15 years
Office equipment	2-5 years

Estimated useful lives and residual values are reviewed at each reporting date.

An item of property, plant or equipment is written off either on disposal or when there is no expected future economic benefit from its continued use. Any gain or loss on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the combined income statement in the year the item is derecognised.

Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. Specific provisions are made and charged to the combined income statement when there is objective evidence that the Target Group will not be able to collect all amounts due according to the original terms. Collective provisions are made based on estimated losses inherent within receivables, based on the overall level of receivables past due. These provisions are developed over time based on the review of aged debt, the type of debt and experience.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the combined income statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the combined income statement.

Event advances are costs including venue costs relating to future events. These costs are charged to the combined income statement when the exhibition takes place.

Cash and cash equivalents

Cash and cash equivalents includes cash, short-term deposits and other short-term highly liquid investments with an original maturity of three months or less. For the purpose of the combined cash flow statement, cash and cash equivalents are as defined, net of outstanding bank overdrafts. These balances are not subject to the cash pooling arrangements described in Note 2.

Provisions

Provisions are recognised when the Target Group has a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation. Where the Target Group expects some or all of a provision to be reimbursed, the reimbursement is recognised only when it is virtually certain. The expense relating to any provision is presented in the combined income statement net of any reimbursement. If the time value of money has a material effect on quantifying the provision, the provision is determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance charge.

A provision for restructuring is recognised when the Target Group has approved a detailed and formal restructuring plan and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

Leases

Assets held by the Target Group under leases which transfer to it substantially all of the risks and rewards of ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Assets held under other leases are classified as operating leases and are not recognised in the Target Group's combined balance sheet. Operating lease payments are recognised as an expense in the

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combined income statement on a straight-line basis over the lease term. The benefit of any lease incentives is recognised as a reduction in rental expense on a straight-line basis over the life of the lease.

Employee Benefits

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans when the Target Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Termination benefits

Termination benefits are recognised as an expense when the Target Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Target Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

Pension and other post-employment benefits

The Target Group operates a defined contribution pension scheme. Contributions payable are charged to the combined income statement and included in employee costs as an operating expense as incurred.

Share-based payments

Certain employees of the Target Group received part of their remuneration in the form of share-based payment transactions, whereby employees rendered services in exchange for shares or rights over shares its ultimate parent undertaking, Ascential plc.

Share-based payment plans in which employees of the Target Group participate are outlined as follows:

Share Incentive Plan

In 2016, the Ascential plc group established the Employee Share Incentive Plan and International Employee Free Share Plan (collectively known as the "SIP") which enables employees to acquire shares of Ascential plc, subject to service conditions.

The awarded free shares, conditional awards and cash equivalents will vest with UK and international employees after three years.

Performance Share Plan

In 2016, the Ascential plc group established the Executive Performance Share Plan ("PSP"), under which key management personnel and other senior employees are granted options to acquire shares or a cash alternative, subject to service and performance conditions. Executive Directors are further subject to a holding period for their shares upon vesting.

Sharesave scheme

In 2016, the Ascential plc group established the Employee Savings Related Share Option Plan (known as "Sharesave") under which employees enter into a savings contract and are granted options to acquire shares of Ascential plc, subject to service conditions.

Under the plan, the options vest after three years and are exercisable within a six-month period.

The cost of equity-settled transactions with employees is measured at fair value at the date at which they are granted. The fair value of share awards with market-related vesting conditions is determined by an

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external consultant and the fair value at the grant date is expensed on a straight-line basis over the vesting period based on the Target group's estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is reviewed at each reporting date up to the vesting date, at which point the estimate is adjusted to reflect the actual outcome of awards which have vested. No adjustment is made to the fair value after the vesting date even if the awards are forfeited or not exercised. The share-based payment expense recognised in the Target Group is an allocation of the Ascential plc group charge based on the employing entity of the employee.

Deferred tax in respect of share-based payments

A corporate tax deduction is available in the UK in respect of share-based payments awarded to UK employees. This deduction is given at the time an employee exercises their award and so occurs later than when the expense is charged to the Combined Income Statement. As a result, a deferred tax asset is recorded to recognise the future benefit of the tax deduction.

Accounting developments and changes

At the date of this report a number of accounting standards were issued, but not yet effective.

IFRS 15 'Revenue from Contracts with Customers'

Endorsed by the EU- effective 1 January 2018

Revenue from contracts with customers is based on the principle that revenue is recognised when control of goods or services is transferred to the customer and provides a single, principle based five-step model to be applied to all sales contracts. It replaces the separate models for goods, services and construction contracts under current IFRS. It also provides further guidance on the measurement of sales on contracts which have discounts and rebates.

ITE have carried out a detailed review of the current recognition criteria for revenue against the requirements of IFRS 15. This review examined exhibition, sponsorship, delegate and commission revenue as well as the related costs to obtain and fulfil any of these contracts. The expected impact of these changes on the 2017 combined income statement is less than 3% of total revenue and less than 1% of retained earnings. The estimated impact of the adoption of this new standard is based on the assessments undertaken to date. The actual impact of adopting the standard at 1 January 2018 may differ as the new accounting policies are subject to change until the Target Group presents its first financial statements that include the date of initial application.

IFRS 9 'Financial Instruments'

Endorsed by the EU- effective 1 January 2018

The Target Group is required to adopt IFRS 9 'Financial Instruments' from 1 January 2018. IFRS 9 applies a forward-looking impairment model that will replace the currently applicable incurred loss model. In contrast to the complex and rules based approach of IAS 39, the new hedge accounting requirements will provide an improved link to risk management and treasury operations and will be simpler to apply. Based on the assessment carried out Ascential believes that IFRS 9 will not have a material impact on its combined results or financial position.

IFRS 16 'Leases'

Endorsed by the EU- effective 1 January 2019

IFRS 16 replaces the existing accounting requirements in IAS 17 'Leases'. A single model for lessees will be required, eliminating off balance sheet accounting for non-exempt operating leases. Related lease assets and liabilities will therefore come onto the balance sheet with interest charged on the lease liabilities. The interest and the assets' depreciation will replace the rental cost previously recognised in the income statement causing a change in the presentation and timing of income and expense recognition in the income statement. The Target Group has commenced its initial assessment of the potential impact on the HFI resulting from the application of IFRS 16 and it is not practicable to provide a reasonable estimate of

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the effect of IFRS 16 until the detailed review has been completed although the impact is not expected to be material. The current level of operating leases held by the Target Group is disclosed in Note 21.

4. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of this HFI requires management to exercise judgement in applying the Target Group's accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The actual future outcomes may differ from these estimates and give rise to material adjustments to the reported results and financial position of the Target Group.

Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the year in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgement or complexity and assumptions or estimation are set out below and in more detail in the related notes.

Critical accounting judgements

Alternative Performance Measures

The Target Group uses alternative performance measures which are not defined or specified under IFRS and comprises adjusting items. Adjusting items include depreciation, amortisation, share-based payments and exceptional items. The classification of exceptional items requires significant management judgement to determine the nature and presentation of such transactions. Exceptional items are those which are considered significant by virtue of their nature, size or incidence. These items are presented separately on the face of the combined income statement.

Key sources of estimation

Carrying value of goodwill (Note 12)

The Target Group uses long-term forecasts of cash flow and estimates of future growth to both value acquired goodwill and to assess whether goodwill is impaired. These forecasts and estimates are subjective in nature and actual results may differ. Detail of the key estimates and assumptions used can be found in note 12.

5. REVENUE AND NON-CURRENT ASSETS BY LOCATION

Revenue from continuing operations is based on the location of business operations. Non-current assets analysis (excluding deferred tax and financial instruments) is based on geographical location.

The Target Group does not have any customers from whom revenue exceeds 10% of total revenue. Included in revenue is barter revenue arising from the exchange of goods or services of £1,051,000 for the year ended 31 December 2017 (2016: £993,000; 2015: £634,000).

	Revenue		Non-current assets (excluding deferred tax)
(£'000)	2017	2016	2015	2017	2016	2015
United Kingdom	69,126	69,359	70,051	20,926	26,177	24,983
Other Europe	8,178	7,130	7,352	-	-	-
United States and Canada	1,203	939	768	-	-	-
Asia Pacific	1,341	1,650	1,348	74	6	12
Middle East and Africa	784	341	-	-	-	-
Latin America	2,320	2,062	2,685	5,193	5,796	3,968
Total	82,952	81,481	82,204	26,193	31,979	28,963

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6. OPERATING PROFIT AND TARGET ADJUSTED EBITDA

Amounts charged in arriving at operating profit include:

(£'000)	Note	2017	2016	2015
Employee costs	7	13,468	15,978	16,464
Depreciation and software amortisation		2,392	1,755	1,349
Amortisation of acquired intangible assets		1,126	1,727	1,596
Exceptional items:
– Loss on disposal of business	11	1,244	–	–
Operating lease rentals		783	713	862
Trade receivable impairment		492	1,012	727
Fees for the audit of the Target Group		23	23	18

Target Adjusted EBITDA is used to measure performance as management believes that such information is the most relevant in evaluating the results of the Target Group relative to other comparable entities. A reconciliation between net income and Target Adjusted EBITDA is presented below:

(£'000)	2017	2016	2015
Profit for the year	14,658	15,038	16,367
Depreciation and software amortisation	2,392	1,755	1,349
Amortisation of acquired intangible assets	1,126	1,727	1,596
Loss on disposal of business	1,244	–	–
Share-based payments	296	61	–
Net finance costs	33	293	154
Taxation	4,072	4,434	4,497
Target Adjusted EBITDA	23,821	23,308	23,963

7. KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel comprised the Managing Director and Finance Director of the Target Group. Their compensation comprised the following:

(£'000)	2017	2016	2015
Short-term employee benefits	472	613	741
Post-employment benefits	11	9	20
Share-based payments	191	32	–
Total	674	654	761

Compensation of the Target Group's key management personnel includes salaries, non-cash benefits and contributions to a post-employment defined contribution plan. Key management personnel also participate in the share-based payment programmes, see Note 8.

8. SHARE-BASED PAYMENTS

As disclosed in the related accounting policy, certain employees of the Target Group received part of their remuneration in the form of share-based payment transactions, whereby employees rendered services in exchange for shares or rights over shares of the Target Group's Ultimate Parent Company, Ascential plc.

Where the ultimate parent company granted rights to its equity instruments to employees of the Ascential plc group, the ultimate parent recognised these as equity-settled in the consolidated financial statements of the Ascential plc group, and the portion of the Ascential plc group's share-based payment expense was recharged to the Target Group based on the proportion of awards issued to its employees. In the event of a disposal, the granted shares vest in line with the remuneration policy and are recognised as an accelerated share-based payment charge within the selling holding company.

An analysis of the recharge to the Target Group's combined income statement for the related share-based payment expense is shown as follows:

Analysis of charge to the combined income statement

(£'000)	2017	2016	2015
Current plans
Share Incentive Plans ("SIP")	29	27	–
Performance Share Plans ("Ascential PSP")	238	28	–
Sharesave Scheme ("Sharesave")	29	6	–
Total charge	296	61	–

No grants were awarded in 2015. The number and weighted average exercise price of outstanding and exercisable share options and share awards are detailed below:

	2017		2016
	Number of shares/ options 000's	Weighted average exercise price £	Number of shares options/ 000's	Weighted average exercise price £
Outstanding at 1 January	296	0.91	–	–
Granted	176	0.99	296	0.91
Options exercised or shares vested	–	–	–	–
Surrendered or expired	1	–	–	–
At 31 December	473	0.95	296	0.91
			2017	2016
Weighted average fair value per share / option granted during the year (£)			2.42	1.43

At 31 December 2017 and 31 December 2016, all of the shares and options outstanding had an exercise price which was below the market price. At 31 December 2017 the market price was £3.85 (2016: £2.70) and the average share price for 2017 was £3.37 (2016: £2.55). For the Sharesave, the range of exercise prices for shares and options outstanding at 31 December 2017 was £2.04 to £3.03 (2016: £2.04 to £2.41).

For shares and options outstanding at 31 December 2017, the weighted average remaining contractual life was 1.85 years (2016: 2.48 years).

Measurement of fair values

In calculating the Ascential plc group share-based payment charge, the fair values of the SIP and Sharesave have been measured using the Black-Scholes model, while the Ascential PSP has been measured using a combination of the Black-Scholes and stochastic models. Non-market performance conditions were not taken into account in measuring fair values. The principle assumptions required by these methodologies in 2017 awards were:

	SIP	Ascential PSP	Sharesave
Expected life	3 years	3 years	3 years
Risk free interest rate	N/A	0.08% – 0.27%	0.57%
Expected volatility	N/A	19% – 20%	26.80%
Expected dividend yield	–	–	1.93%

Expected volatility is usually calculated over the period of time commensurate with the remainder of the performance period immediately prior to the date of the grant. Since Ascential plc only recently listed in February 2016, a proxy volatility figure had been applied to all Ascential PSP options granted in 2017. The expected terms represent the term until vesting of the shares and options, as well as the holding period from the date of vesting. For Sharesave share options granted in September 2017, actual volatility of Ascential plc since IPO has been applied, benchmarked against a 3-year average volatility of comparable companies.

9. FINANCE COSTS

Finance costs in all years relate to the discount unwind of deferred consideration.

10. TAXATION

The tax charge for the year comprises:

(£'000)	2017	2016	2015
Current tax
UK current tax charge on income for the year at 19.25%
(2016: 20.00%; 2015: 20.25%)	4,208	4,272	4,585
Overseas current tax charge on income for the year	45	-	-
Adjustments in respect of prior years	19	(1)	-
Total current tax charge	4,272	4,271	4,585
Deferred tax
Current year	(166)	103	(124)
Adjustments in respect of prior years	(47)	(8)	(24)
Impact of rate changes on opening deferred tax balances	13	68	60
Total deferred tax (credit) / charge	(200)	163	(88)
Total tax charge	4,072	4,434	4,497

During 2017 a deferred tax credit of £42,000 (2016: £2,000; 2015: £nil) was recognised in equity relating to share-based payments.

The difference between the tax as credited in the combined income statement for the continuing operations and tax at the UK standard rate is reconciled below:

(£'000)	2017	2016	2015
Profit before tax	18,730	19,472	20,864
Expected tax charge at the UK standard rate of 19.25% (2016: 20.00% and 2015: 20.25%)	3,606	3,894	4,225
Principal differences due to:
Impact of rate changes	30	72	63
Other non-deductible items	25	94	43
Losses not recognised for deferred tax	250	301	136
Non-deductible disposal losses and other expenses	184	82	54
Adjustments in respect of prior years	(23)	(9)	(24)
Total tax charge for the year	4,072	4,434	4,497
Effective tax rate	22%	23%	22%

The Target Group's effective tax rate is higher than the UK's statutory tax rate mainly due to the non-deductible disposal losses and tax losses not recognised as deferred tax assets. The Target Group is subject to many different forms of taxation including, but not limited to, income and corporation tax, withholding tax and value added and sales taxes.

178

179

11. Disposal of business operations

In December 2017 the Target Group disposed of the trade and assets of RWM. RWM contributed £3,912,000 and £193,000 to the Target Group's revenue and Target Adjusted EBITDA during 2017 respectively. The combined income statement does not present this disposed operation separately from continuing operations because it did not meet the definition of a discontinued operation. The Target Group recognised a total loss on disposal of £1,244,000 presented separately as an item added back to calculate Target Adjusted EBITDA of the Target Group.

(£'000)	2017
Cash consideration	450
Deferred consideration receivable	300
Working capital adjustments	(87)
Total consideration	663
Net assets disposed of	(1,907)
Loss on disposal	(1,244)

Details of assets and liabilities disposed of are provided in the following table:

(£'000)	2017
Brand values and trademarks	1,739
Trade and other receivables	340
Deferred income	(172)
Net assets disposed of	1,907

The net inflow of cash in respect of the disposal of businesses is as follows:

(£'000)	2017
Cash consideration received for current year disposals (net of cash disposed of)	363
Disposal costs paid	-
Net cash inflow	363

The Target Group did not make any material business combinations during any period in the HFI. However, the cashflow statement includes the settlement of deferred consideration in respect of prior period acquisitions which had been accrued in the opening balance sheet.

180

12. INTANGIBLE ASSETS AND GOODWILL

(E'000)	Goodwill	Brands	Software	Total
Cost
At 1 January 2015	16,662	15,489	1,164	33,315
Additions	–	–	766	766
Effect of movements in exchange rates	(1,649)	–	(15)	(1,664)
At 1 January 2016	15,013	15,489	1,915	32,417
Additions	–	158	141	299
Disposals	–	(581)	–	(581)
Effect of movements in exchange rates	1,820	–	24	1,844
At 1 January 2017	16,833	15,066	2,080	33,979
Additions	–	–	49	49
Disposals	–	(3,661)	–	(3,661)
Effect of movements in exchange rates	(596)	–	(10)	(606)
At 31 December 2017	16,237	11,405	2,119	29,761
Accumulated amortisation
At 1 January 2015	–	(3,447)	(269)	(3,716)
Amortisation	–	(1,596)	(458)	(2,054)
Effect of movements in exchange rates	–	–	(27)	(27)
At 1 January 2016	–	(5,043)	(754)	(5,797)
Disposals	–	567	–	567
Amortisation	–	(1,727)	(604)	(2,331)
Effect of movements in exchange rates	–	–	15	15
At 1 January 2017	–	(6,203)	(1,343)	(7,546)
Disposals	–	1,922	–	1,922
Amortisation	–	(1,126)	(483)	(1,609)
Effect of movements in exchange rates	–	–	7	7
At 31 December 2017	–	(5,407)	(1,819)	(7,226)
Net book value
At 31 December 2017	16,237	5,998	300	22,535
At 31 December 2016	16,833	8,863	737	26,433
At 31 December 2015	15,013	10,446	1,161	26,620

Goodwill and intangible assets

For reporting purposes, goodwill is allocated to the Target Group which is seen as a single CGU. The Target Group tests goodwill for impairment annually and tests other intangibles for impairment where a change in circumstances indicates an impairment. When testing for impairment, recoverable amounts for the Target Group's CGU is measured at their value-in-use by discounting the future expected cash flows from the assets in the CGU. These calculations use cash flow projections based on Board-approved budgets and plans.

The key assumptions and estimates used for value-in-use calculations are as follows:

Future expected cash flows

The Target Group's cash flow forecasts for years one to three are derived from the most recent Ultimate Parent Company's Board approved three-year Strategic Plan, which has been prepared after considering the current economic environment in each of our markets. Cash flows beyond the plan period are extrapolated using an inflationary only growth rate of 2% for years four and five and a 1% long-term growth rate is applied for the terminal value. The estimates of future cash flows are consistent with past experience adjusted for the Target Group's estimate of future performance. The other inputs include a risk-adjusted, pre-tax discount rate, calculated by reference to the weighted average cost of capital.

The long-term growth rate assumptions, and the discount rates applied to the risk-adjusted cash flow forecasts, are set out below.

CGU	2017			2016			2015
	Long-term growth rate	Pre-tax discount rate	Goodwill (£'000)	Long-term growth rate	Pre-tax discount rate	Goodwill (£'000)	Long-term growth rate	Pre-tax discount rate	Goodwill (£'000)
Exhibitions	1.0	10.6	16,237	1.5 – 3.0	8.9	16,833	2.5%	9.2%	15,013

A sensitivity analysis was performed which have goodwill and acquired intangible assets using reasonable possible changes in the already conservative future growth rates and increases in the pre-tax discount factors keeping all other assumptions constant. The sensitivity testing identified no reasonable changes in key assumptions that would cause the carrying amount of the CGU to exceed its recoverable amount.

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182

13. PROPERTY, PLANT AND EQUIPMENT

(£'000)	Short leasehold property	Office equipment	Total
Cost
At 1 January 2015	3,719	1,120	4,839
Additions	–	74	74
Disposals	(54)	–	(54)
Effect of movements in exchange rates	(86)	(2)	(88)
At 1 January 2016	3,579	1,192	4,771
Additions	3,286	537	3,823
Disposals	(786)	(487)	(1,273)
Effect of movements in exchange rates	1	(1)	–
At 1 January 2017	6,080	1,241	7,321
Additions	130	136	266
Effect of movements in exchange rates	(3)	(2)	(5)
At 31 December 2017	6,207	1,375	7,582
Depreciation
At 1 January 2015	(888)	(649)	(1,537)
Depreciation	(482)	(409)	(891)
At 1 January 2016	(1,370)	(1,058)	(2,428)
Depreciation	(1,020)	(131)	(1,151)
Disposals	786	428	1,214
Effect of movements in exchange rates	–	2	2
At 1 January 2017	(1,604)	(759)	(2,363)
Depreciation	(1,709)	(200)	(1,909)
Effect of movements in exchange rates	13	(1)	12
At 31 December 2017	(3,300)	(960)	(4,260)
Net book value
At 31 December 2017	2,907	415	3,322
At 31 December 2016	4,476	482	4,958
At 31 December 2015	2,209	134	2,343

In 2016, leasehold improvements included £3,310,000 of assets under construction related to property improvements in the UK, which were completed during 2017. There were no assets under construction at 31 December 2017 or 31 December 2015.

14. DEFERRED TAX ASSETS AND LIABILITIES

The deferred tax balances shown in the combined balance sheet are analysed as follows:

(£'000)	2017	2016	2015
Deferred tax assets	860	509	561
Deferred tax liabilities	(327)	(218)	(109)
Total	533	291	452

(£'000)	Intangible assets	Share-based payments	Property, plant and equipment	Other	Total
At 1 January 2015
(Charge)/credit to the combined income statement for the year	–	–	352	13	365
Impact of rate changes	–	–	263	(7)	147
			(60)	–	(60)
At 31 December 2015	(109)	–	555	6	452
(Charge)/credit to the combined income statement for the year	(109)	9	(53)	(1)	(154)
Credit to equity	–	2	–	–	2
Adjustments in respect of prior years	–	–	8	–	8
Impact of rate changes	–	–	(68)	–	(68)
Disposals	–	–	51	–	51
At 31 December 2016	(218)	11	493	5	291
(Charge)/credit to the combined income statement for the year	(109)	41	233	1	166
Credit to equity	–	42	–	–	42
Adjustments in respect of prior years	–	–	47	–	47
Impact of rate changes	–	–	(13)	–	(13)
At 31 December 2017	(327)	94	760	6	533

In presenting its deferred tax balances, the Target Group offsets assets and liabilities where it has a legally enforceable right to set off the arising current tax liabilities and assets when those deferred tax balances reverse. The deferred tax liability arising on intangible assets can be fully offset against the above deferred tax assets.

No deferred tax liability has been recognised in respect of temporary differences associated with investments in subsidiaries as the Target Group is in a position to control the timing of their reversal and it is probable that such differences will not reverse in the foreseeable future.

Tax losses of £653,000 (2016: £510,000; 2015: £150,000) have not been recognised as deferred tax assets because it is not probable that future taxable profit will be available against which the Target Group can use the benefit.

15. TRADE AND OTHER RECEIVABLES

(£'000)	2017	2016	2015
Current
Trade receivables, net of the allowance for doubtful debts	15,633	13,322	13,532
Event advances and prepayments	12,892	13,058	13,456
Other prepayments and accrued income	254	311	670
Other receivables	731	182	78
Total	29,510	26,873	27,736

The carrying amounts of trade and other receivables are denominated primarily in Pounds Sterling and Euros. The Directors consider that the carrying amount of receivables and prepayments approximates their fair value.

Trade receivables are non-interest bearing and are generally on 30 day terms and are shown net of an allowance for doubtful debts. As at 31 December 2017, the allowance for doubtful debts was £1,180,000 (2016: £845,000; 2015: £782,000). Movements in the allowance for doubtful debts were as follows:

(£'000)	2017	2016	2015
At 1 January	845	782	444
Provided in the year	492	1,012	727
Utilised in the year	(157)	(949)	(389)
At 31 December	1,180	845	782

Trade receivables of the continuing operations, net of the allowance for doubtful debts, are aged as follows:

(£'000)	2017	2016	2015
Not overdue	649	2,260	3,186
0 – 30 days overdue	4,237	2,491	2,842
31 – 90 days overdue	6,315	6,587	5,511
Greater than 90 days overdue	4,432	1,984	1,993
Total	15,633	13,322	13,532

The maximum exposure to credit risk for trade receivables by geographical region was:

(£'000)	2017	2016	2015
United Kingdom	9,820	9,238	8,691
Other Europe	2,882	1,672	2,876
United States and Canada	526	227	327
Asia Pacific	1,640	1,819	1,357
Middle East and Africa	588	160	103
Latin America	177	206	178
Total	15,633	13,322	13,532

16. CASH AND CASH EQUIVALENTS

Cash and cash equivalents at 31 December 2017, 2016, and 2015 of £1,209,000, £950,000 and £888,000 respectively relate to bank balances, including short-term deposits with an original maturity date of less than three months.

Net cash by currency was as follows:

	2017	2016	2015
Pounds Sterling	258	143	6
US Dollars	-	3	-
Euros	191	334	423
Brazilian Real	497	319	271
Other currencies	263	151	188
Total	1,209	950	888

Reconciliation of movement in net cash:

(£'000)	Cash
At 1 January 2015	559
Exchange differences	146
Net cash movement	183
At 31 December 2015	888
Exchange differences	(198)
Net cash movement	260
At 31 December 2016	950
Exchange differences	32
Net cash movement	227
At 31 December 2017	1,209

17. TRADE AND OTHER PAYABLES

(£'000)	2017	2016	2015
Current
Trade payables	2,253	986	4,917
Other payables	3,219	3,246	2,313
Accruals	2,650	3,114	2,456
Other tax and social security	3,295	3,738	3,520
Deferred and contingent consideration	110	1,137	1,195
Total	11,527	12,221	14,401

18. PROVISIONS

(£'000)	Property
At 1 January and 31 December 2015	-
Provided in the year	523
At 31 December 2016 and 31 December 2017	523

The property provisions relate to ongoing lease commitments on dilapidation costs of properties in the United Kingdom, and are all non-current.

19. RELATED PARTY TRANSACTIONS

During the year the Target Group received royalties of £89,000 (2016: £195,000; 2015: £198,000) from Trades Exhibition Limited, a company in which the Target owns 10% of the share capital. An amount of £25,000 (2016: £58,000; 2015: £65,000) was outstanding at the year end.

Other related party transactions at 31 December are as follows:

	Receivables outstanding			Payables outstanding
(£'000)	2017	2016	2015	2017	2016	2015
The Parent	38,943	23,264	33,486	2,029	6,070	162
Other related parties	747	187	780	1,864	532	82
Total	39,690	23,451	34,266	3,893	6,602	244

These are included within Invested capital attributable to equity owners in the Combined Balance Sheet.

186

20. OPERATING LEASES

The Target group had total future minimum lease payments under non-cancellable operating leases as set out below:

(£'000)	2017		2016		2015
	Land and buildings	Other assets	Land and buildings	Other assets	Land and buildings	Other assets
Within one year	750	2	750	30	750	48
Two to five years	3,001	–	3,001	2	3,001	25
After more than five years	3,717	–	4,467	–	5,222	–
Total	7,468	2	8,218	32	8,973	73

The Target Group leases various offices under non-cancellable operating lease agreements. The leases have various terms, escalation clauses and renewal rights. The Target Group also leases other equipment under non-cancellable operating lease agreements. The Target Group does not have any finance leases.

21. COMMITMENTS AND CONTINGENCIES

The Target Group had no capital commitments at 31 December 2017 (2016: £401,000 relating to leasehold improvements and software under construction; 2015: £18,000 relating to various information technology projects).

22. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Financial risk management

Information about the Target Group's objectives, policies and processes for measuring and managing risk, the Target Group's exposure to the risks arising from financial instruments, and the management of capital is disclosed below.

Market risk

Foreign exchange risk

The Target Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Brazilian Real and Chinese Yuan. Foreign exchange risk arises from future commercial transactions to which the Target Group is already committed, recognised assets and liabilities and net investments in foreign operations.

Foreign currency movements impact on the income statement together with its cash flow profile and leverage ratio position. The impact depends on whether there is a surplus or deficit in each currency from operating activities together with the interest and finance charge in those currencies. The Target Group's policy has been to protect its cash flow and leverage ratio position by maintaining a proportion of currency debt in proportion to its currency earnings to obtain natural offsets.

For illustrative purposes, the table below provides details of the impact on revenue and Target Adjusted EBITDA if the actual reported results were restated for Pounds Sterling weakening by 1% against the Brazilian Real and Chinese Yuan exchange rates in isolation.

(£'000)	2017 Revenue	2017 Adjusted EBITDA	2016 Revenue	2016 Adjusted EBITDA	2015 Revenue	2015 Adjusted EBITDA
Increase in revenue/Target Adjusted EBITDA if:
Pounds Sterling weakens by 1% against Brazilian Real in isolation	18	2	12	1	18	2
Pounds Sterling weakens by 1% against Chinese Yuan in isolation	6	1	7	2	7	1

Credit risk

Credit risk is managed by the Ascential plc group. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions.

Treasury-related credit risk

The ultimate parent company, Ascential plc, has treasury policies in place which manage the concentration of risk with individual counterparties and do not allow significant treasury exposures with counterparties. As at 31 December 2017, cash and cash equivalents held by Ascential plc were with banks or financial institutions with long-term ratings of A-/A3 or better or short-term ratings of A-1/P-1.

Trading risk

Risk arises principally from payment default by customers. The general policy of the Target Group is not to risk assess all new customers and so retail credit risk information has not been included in this HFI. Management does not, however, expect any significant losses in respect of receivables that have not been provided for as shown in Note 15.

Liquidity risk

Liquidity risk is the risk that the Target Group will not be able to meet its financial obligations as they fall due. The Target Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity in the form of sufficient cash or funding from adequate credit facilities to meet such liabilities under both normal and stressed conditions. The Target Group participates in Ascential plc group's centralised treasury arrangements and shares banking arrangements with its parent and fellow subsidiaries. Management has no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Ascential plc group to continue as a going concern or its current banking arrangements.

187

The following is an analysis of the contractual undiscounted cash flows from continuing operations payable under financial and derivative liabilities:

(£'000)	Less than one month	Between one and three months	Between three and twelve months	In one to two years*
At 31 December 2017
Non-derivative financial liabilities
Trade payables, accruals and other payables	8,122	–	–	–
Deferred and contingent consideration	–	–	110	–
Total	8,122	–	110	–
At 31 December 2016
Non-derivative financial liabilities
Trade payables, accruals and other payables	7,346	–	–	–
Deferred and contingent consideration	–	–	1,137	110
Total	7,346		1,137	110
At 31 December 2015
Non-derivative financial liabilities
Trade payables, accruals and other payables	9,686	–	–	–
Deferred and contingent consideration	–	–	1,195	567
Total	9,686	–	1,195	567

No amounts are due in more than two years.

Financial instruments by measurement basis

The fair value of each category of the Target Group's financial instruments approximates their carrying value in the Target Group's combined balance sheet.

Financial instruments in the category 'fair value through profit or loss' are measured in the combined balance sheet at fair value. Fair value measurements can be classified in the following hierarchy:

quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2); and
inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

188

The carrying amount of financial instruments by category as defined by IAS 39 'Financial Instruments: Recognition and Measurement' is as follows:

(£'000)	2017	2016	2015
Financial assets not measured at fair value
Trade receivables	15,633	13,322	13,532
Other receivables	731	182	78
Cash and cash equivalents	1,209	950	888
Total	17,573	14,454	14,498
Financial liabilities
Financial liabilities at fair value through profit or loss
Contingent consideration (level 3)	110	1,247	1,762
Financial liabilities at amortised cost
Trade payables	2,253	986	4,917
Accruals	2,650	3,114	2,456
Other payables	3,219	3,246	2,313
Total	8,232	8,593	11,448

23. FIRST-TIME ADOPTION OF IFRS

This HFI, for the year ended 31 December 2017, are the first combined financial statements the Target Group has prepared, and the first it has prepared in accordance with IFRS (save for the exceptions described above). In preparing this HFI, the Target Group's opening statement of financial position was prepared as at 1 January 2015, the Target Group's deemed date of transition to IFRS.

Exemptions applied

IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Target Group has applied the following exemptions:

IFRS 1 requires that the Local GAAP carrying amount of goodwill must be used in the opening IFRS statement of financial position (apart from adjustments for goodwill impairment and recognition or derecognition of intangible assets). In accordance with IFRS 1, the Target Group has tested goodwill for impairment at the date of transition to IFRS. No goodwill impairment was deemed necessary at 1 January 2015.
The Target Group has not applied IAS 21 retrospectively to fair value adjustments and goodwill from business combinations that occurred before the date of transition to IFRS. Such fair value adjustments and goodwill are treated as assets and liabilities of the parent rather than as assets and liabilities of the acquiree. Therefore, those assets and liabilities are already expressed in the functional currency of the parent or are non-monetary foreign currency items and no further translation differences occur.
IFRS 1 allows first-time adopters to deem cumulative translation differences for foreign operations to be zero at the date of transition to IFRS.

190

Opening balance sheet as at 1 January 2015

(£'000)

Assets

Non-current assets

Intangible assets and goodwill 29,599
Property, plant and equipment 3,302
Other receivables
Deferred tax assets 365
33,266

Current assets

Inventories 11,324
Trade and other receivables 17,047
Cash and cash equivalents 559
28,930

Total assets 62,196

Liabilities

Current liabilities

Trade and other payables 15,892
Deferred income 47,923
Current tax liabilities 2,972
66,787

Non-current liabilities

Deferred income 218
Deferred and contingent consideration
Deferred tax liabilities
Provisions
218

Total liabilities 67,005

Net liabilities (4,809)

Equity attributable to owners

Invested capital attributable to equity owners (4,809)

Total capital (4,809)

PART B: ACCOUNTANT'S REPORT ON HISTORICAL FINANCIAL INFORMATION

KPMG

The Directors
ITE Group plc
105 Salisbury Road
London
NW6 6RG

6 June 2018

Ladies and Gentlemen

Proposed acquisition of the Ascential Exhibitions Business of Ascential Events Limited by ITE Group plc

We report on the carve out financial information of Ascential Events Limited for the three years ended 31 December 2017, as set out on pages 164 to 190 of the combined Class 1 circular and Prospectus dated 6 June 2018 of ITE Group plc (the "Ascential Exhibitions Business Combined Carve Out Financial Information"). This financial information has been prepared on the basis of the accounting policies set out in notes 1, 2 and 3 to the financial information. This report is required by paragraph 13.5.21R of the Listing Rules and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The Directors of ITE Group plc are responsible for preparing the financial information on the basis of preparation set out in notes 1 and 2 to the Ascential Exhibitions Business Combined Carve Out Financial Information.

It is our responsibility to form an opinion on the Ascential Exhibitions Business Combined Carve Out Financial Information and to report our opinion to you.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R(6) and paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the combined class 1 circular and Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

Registered in England No OC331540

Registered office: 15 Canada Square, London, E14 5GL

For full details of our professional regulation please refer to

'Regulatory Information' under 'About/About KPMG' at www.kpmg.com/uk

192

Opinion

In our opinion, the Ascential Exhibitions Combined Carve Out Financial Information gives, for the purposes of the combined Class 1 circular and prospectus dated 6 June 2018, a true and fair view of the state of affairs of the Ascential Exhibitions Business as at 31 December 2017, 31 December 2016 and 31 December 2015 and of its profits, cash flows and changes in equity for the three years ended 31 December 2017 in accordance with the basis of preparation set out in notes 1 and 2 to the Ascential Exhibitions Combined Carve Out Financial Information.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG LLP

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PART XVII

UNAUDITED PRO FORMA FINANCIAL INFORMATION

PART A: Unaudited pro forma financial information relating to the Enlarged Group

The unaudited pro forma income statement of the Enlarged Group has been prepared based on the consolidated income statement of ITE Group for the year ended 30 September 2017 and the consolidated income statement of the Ascential Exhibitions Business for the year ended 31 December 2017 to illustrate the effect on the income statement of ITE Group of the Rights Issue and Acquisition as if they had taken place as at 1 October 2016.

The unaudited pro forma statement of net assets of the Enlarged Group has been prepared based on the consolidated balance sheet of ITE Group as at 31 March 2018 and the consolidated balance sheet of the Ascential Exhibitions Business as at 31 December 2017 to illustrate the effect on the net assets of ITE Group of the Rights Issue and Acquisition as if they had taken place as at 31 March 2018.

The unaudited pro forma income statement of the Enlarged Group and the unaudited pro forma statement of net assets of the Enlarged Group together form the unaudited pro forma financial information. The adjustments included within the unaudited pro forma are assumed to have taken place as at 1 October 2016.

The unaudited pro forma financial information set out in this Part XVII has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation. They do not represent ITE Group's actual financial position or results, or what the Enlarged Group's actual financial position or results would have been if the Rights Issue and Acquisition had been completed on the dates indicated, nor does it purport to represent the results of operations for any future period or financial position at any future date. It does not reflect the results of any purchase price allocation exercise as this will be conducted following Completion.

The unaudited pro forma financial information has been prepared on a consistent basis with the accounting policies and presentation adopted by ITE Group in relation to the year ended 30 September 2017 on the basis of the notes set out below and in accordance with Annex II to the PD Regulation. The adjustments in the unaudited pro forma income statement are expected to have a continuing impact on the Enlarged Group, except for transaction costs expected to be incurred as a result of the Rights Issue and Acquisition.

Furthermore, the unaudited pro forma financial information set out in this Part XVII does not constitute financial statements within the meaning of section 434 of the CA 2006. Shareholders should read the whole of this Prospectus and not rely solely on the summarised financial information contained in this Part XVII. PwC's report on the unaudited pro forma financial information in set out at Part A of this Part XVII.

In addition to the matters noted above, the unaudited pro forma financial information does not reflect the effect of anticipated synergies and efficiencies or the related costs of achieving these synergies that may result from the Acquisition.

1. UNAUDITED PRO FORMA INCOME STATEMENT RELATING TO THE ENLARGED GROUP

The table below sets out the unaudited pro forma income statement relating to the Enlarged Group.

	ITE Group income statement for the year ended 30 September 2017 (Note 1) £000	Adjustments			Pro forma income statement of the Enlarged Group £000
		Ascential Exhibitions Business income statement for the year ended 31 December 2017 (Note 2) £000	Transaction costs (Note 3)	Interest costs (Note 4)
Revenue	152,623	82,952	-	-	235,575
Cost of sales	(93,259)	(33,354)	-	-	(126,613)
Gross profit	59,364	49,598	-	-	108,962
Other operating income	741	-	-	-	741
Administrative expenses	(69,639)	(30,835)	(6,000)	-	(106,474)
Foreign exchange gain on operating activities	337	-	-	-	337
Share of results of associates and joint ventures	5,006	-	-	-	5,006
Operating (loss)/profit	(4,191)	18,763	(6,000)	-	8,572
Investment revenue	6,030	-	-	-	6,030
Finance costs	(5,002)	(33)	-	(1,500)	(6,535)
(Loss)/profit before tax	(3,163)	18,730	(6,000)	(1,500)	8,067
Tax charge	(3,252)	(4,072)	-	330	(6,994)
(Loss)/profit for the year	(6,415)	14,658	(6,000)	(1,170)	1,073
Attributable to:
Owners of the parent	(8,246)	14,658	(6,000)	(1,170)	(758)
Non-controlling interests	1,831	-	-	-	1,831
	(6,415)	14,658	(6,000)	(1,170)	1,073

Notes
(1) The ITE Group's financial information for the year ended 30 September 2017 has been extracted, without material adjustment, from the audited ITE Group published financial statements for the year ended 30 September 2017 which are prepared in accordance with IFRS.
(2) The Ascential Exhibition Business financial information for the year ended 31 December 2017 has been extracted, without material adjustment, from the historical financial information of the Ascential Exhibitions Business the year ended 31 December 2017 which is set out in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business) of this Prospectus.
(3) Transaction costs expected to be incurred as a result of the Rights Issue and Acquisition and charged to the income statement comprise £6 million incurred by ITE Group. A further £9 million of transaction costs has been recognised in equity in respect of the rights issue. These costs will not have a continuing impact on the Enlarged Group.
(4) Additional finance costs are expected to be incurred as a result of the £50 million drawdown of additional debt to part fund the Acquisition. Interest charges on the additional debt of £1.5 million are based on an interest rate of 3 per cent. based on LIBOR plus applicable margin. The £0.3 million tax effect of this adjustment has been calculated by applying the Ascential Exhibitions Business effective tax rate of 22 per cent. Finance costs associated with this additional debt will have a continuing impact on the results of the Enlarged Group.
(5) In preparing the unaudited pro forma income statement no account has been taken of the trading or transactions of ITE Group since 30 September 2017 or the Ascential Exhibitions Business since 31 December 2017.
(6) In preparing the unaudited pro forma income statement no account has been taken of the impact of additional amortisation costs that may arise, and have a continuing impact, following any purchase price allocation exercise, as this will be undertaken following Completion. In preparing the unaudited pro forma income statement no account has been taken of the impact of the potential to surrender ITE Group's UK tax losses to the Ascential Exhibitions Business or additional amortisation costs that may arise following any purchase price allocation exercise, as this will be undertaken following Completion. These would have a continuing impact on the results of the Enlarged Group.

2. UNAUDITED PRO FORMA STATEMENT OF NET ASSETS RELATING TO THE ENLARGED GROUP

The table below sets out the unaudited pro forma statement of net assets relating to the Enlarged Group.

	ITE Group net assets as at 31 March 2018 (Note 1) £000	Ascential Exhibitions Business net assets as at 31 December 2017 (Note 2) £000	Rights Issue (Note 3) £000	Proceeds				Pro forma net assets of the Enlarged Group £000
				from debt drawdown (Note 4) £000	Acquisition consideration (Note 5) £000	Acquisition adjustment (Note 6) £000	Transaction costs (Note 7) £000
Non-current assets
Goodwill and intangible assets	142,300	22,535	-	-	-	303,277	-	468,112
Property, plant and equipment	3,366	3,322	-	-	-	-	-	6,688
Interests in associates and joint ventures	48,671	-	-	-	-	-	-	48,671
Venue advances and other loans	3,683	336	-	-	-	-	-	4,019
Derivative financial instruments	182	-	-	-	-	-	-	182
Deferred tax asset	4,828	860	-	-	-	-	-	5,688
	203,030	27,053	-	-	-	303,277	-	533,360
Current assets
Trade and other receivables	56,899	29,510	-	-	-	-	-	86,409
Tax prepayment	777	-	-	-	-	-	-	777
Cash and cash equivalents	26,234	1,209	265,000	50,000	(300,000)	-	(15,000)	27,443
Assets classified as held for sale	3,261	-	-	-	-	-	-	3,261
	87,171	30,719	265,000	50,000	(300,000)	-	(15,000)	117,890
Total assets	290,201	57,772	265,000	50,000	(300,000)	303,277	(15,000)	651,250
Current liabilities
Trade and other payables	(16,443)	(11,527)	-	-	-	-	-	(27,970)
Current tax liabilities	(1,056)	(4,012)	-	-	-	-	-	(5,068)
Deferred income	(83,105)	(44,405)	-	-	-	-	-	(127,510)
Derivative financial instruments	(13,546)	-	-	-	-	-	-	(13,546)
Provisions	(503)	-	-	-	-	-	-	(503)
Liabilities classified as held for sale	(1,881)	-	-	-	-	-	-	(1,881)
	(116,534)	(59,944)	-	-	-	-	-	(176,478)
Non-current liabilities
Bank loan	(77,385)	-	-	(50,000)	-	-	-	(127,385)
Provisions	(117)	(523)	-	-	-	-	-	(640)
Deferred tax liabilities	(10,152)	(327)	-	-	-	-	-	(10,479)
Deferred income	(2,124)	(255)	-	-	-	-	-	(2,379)
Derivative financial instruments	(439)	-	-	-	-	-	-	(439)
	(90,217)	(1,105)	-	(50,000)	-	-	-	(141,322)
Total liabilities	(206,751)	(61,049)	-	(50,000)	-	-	-	(317,800)
Net assets	83,450	(3,277)	265,000	-	(300,000)	303,277	(15,000)	333,450

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196

Notes

(3) ITE Group has announced its intention to raise approximately £265 million before fees by way of the Rights Issue. The net proceeds of the Rights Issue of approximately £250 million will be used to partially fund the Acquisition, with the remainder of the cash consideration being funded from debt drawn under the Facility Agreement. In the event that the Acquisition does not complete, the net cash proceeds of the Rights Issue will be used for to repay ITE Group's indebtedness while the Directors evaluate alternative uses for the funds. If no such uses can be found, the Directors will consider how best to return some or all of the proceeds to Shareholders.

(4) This adjustment reflects the proceeds of the debt to be drawn under the Facility Agreement. The Facility Agreement has been extended from £100 million (£50 million term loan and £50 million revolving credit facility) to £170 million (£75 million term loan and £95 million revolving credit facility). The Directors expect to draw £25 million of the incremental term loan and £25 million of the incremental revolving credit facility. As at 31 March 2018, £50.0 million was drawn under the term loan and £27.4 million under the revolving credit facility.

(5) Acquisition consideration is to be funded in cash through a combination of the net proceeds of the Rights Issue (£250 million) and the drawdown of additional debt under the Facility Agreement (£50 million).

(6) The Acquisition adjustment reflects the expected accounting on Completion using the acquisition method of accounting and is set out below:

Cash consideration (i)	300,000
Net liabilities acquired (ii)	3,277
Goodwill and intangible assets recognised on Acquisition	303,277

(i) Under the terms of the Sale and Purchase Agreement, the cash consideration payable by ITE Group for the Acquisition is £300 million (subject to certain adjustments to reflect the working capital and net debt position of the Ascential Exhibitions Business).

(ii) The net liabilities acquired are stated as at 31 December 2017. The balance of £303.3 million represents the goodwill and intangible assets recognised on the Acquisition.

On Completion, an exercise will be undertaken to calculate the purchase price adjustment under the terms of the Sale and Purchase Agreement. This has not been considered for the unaudited pro forma financial information.

No purchase price allocation assumptions in relation to the value of any acquired Ascential Exhibitions Business assets, including intangible assets, have been included in the pro forma statement of net assets. All purchase consideration in excess of the Ascential Exhibitions Business net asset value has therefore been treated as goodwill. Any such purchase price allocation would affect the value of goodwill recognised and could result in an amortisation charge, which is not reflected in the pro forma income statement.

(7) Transaction costs expected to be incurred as a result of the Rights Issue and Acquisition comprise £15 million incurred by ITE Group, of which £9 million has been recognised in equity in respect of the rights issue. These costs will not have a continuing impact on the Enlarged Group.

(8) In preparing the unaudited pro forma statement of net assets no account has been taken of the trading or transactions of ITE Group since 31 March 2018 or the Ascential Group since 31 December 2017.

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PART B: Accountant's report on unaudited pro forma financial information

The Directors
ITE Group plc
105 Salusbury Road
London
NW6 6RG

Investec Bank plc
30 Gresham Street
London
EC2V 7QP

Numis Securities Limited
10 Paternoster Square
London
EC4M 7LT

6 June 2018

Dear Sirs

ITE Group plc (the "Company")

We report on the unaudited pro forma financial information (the "Pro Forma Financial Information") set out in Part A of Part XVII of the Company's combined Class 1 circular and Prospectus dated 6 June 2018 (the "Investment Circular") which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed rights issue by the Company and the proposed acquisition of Ascential Events Limited by the Company might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the year ended 30 September 2017. This report is required by item 7 of Annex II to the PD Regulation and item 13.3.3R of the Listing Rules of the UK Listing Authority (the "Listing Rules") and is given for the purpose of complying with that PD Regulation and Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex II of the PD Regulation and item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation and item 13.3.3R of the Listing Rules as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation and item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Investment Circular.

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH
T: +44 (0) 2075 835 000, F: +44 (0) 2072 124 652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

198

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing standards or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of the Prospectus and we declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP

Chartered Accountants

199

PART XVIII

TAXATION

UK TAXATION

The statements in this section are intended only as a general guide to and high-level summary of certain UK tax considerations relevant to the Rights Issue and New Ordinary Shares. They reflect current UK tax law and published HMRC practice at the date of this document which may change, at any time possibly with retroactive effect. This part applies only to Shareholders who are resident (and in the case of individuals, also domiciled or deemed domiciled) in the UK for UK tax purposes (save where express reference is made to Overseas Shareholders), who hold their Ordinary Shares as an investment and who are the absolute beneficial owners of such Ordinary Shares and of any entitlement to distributions in respect thereof. It does not apply to certain specific classes of Shareholder, including Substantial Shareholders, dealers in securities, insurance companies, collective investment schemes and Shareholders who have (or are deemed for tax purposes to have) acquired their Ordinary Shares by reason of an office or employment.

This part does not constitute tax advice or purport to be a comprehensive analysis of all the potential tax consequences of the Rights Issue. Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should seek independent professional advice appropriate to their own particular circumstances.

Taxation of chargeable gains

Issue of New Ordinary Shares

Shareholders resident in certain territories may not, for regulatory reasons, receive an allocation under the Rights Issue. Therefore, for the purposes of UK taxation of chargeable gains, the treatment of the Rights Issue for UK resident Shareholders is not beyond doubt.

UK tax law requires that all Shareholders are allocated rights in respect of, and in proportion to, their existing shareholding in the Company, in order to meet the definition of a reorganisation of the Company's share capital. In circumstances where some Shareholders do not receive an allocation, the Rights Issue does not strictly constitute, as a matter of UK tax law, a reorganisation of the Company's share capital for the purposes of UK taxation of chargeable gains. However, practice and experience indicates that HMRC could still treat a rights issue which is not made to all Shareholders as a reorganisation for UK chargeable gains purposes.

If the issue by the Company of New Ordinary Shares pursuant to the Rights Issue is treated as a reorganisation of the share capital of the Company for UK chargeable gains purposes, a UK resident Shareholder who takes up all or part of their rights to New Ordinary Shares should not be treated as making a disposal of any of their Existing Ordinary Shares. The Existing Ordinary Shares and New Ordinary Shares should be treated as the same asset, with the New Ordinary Shares treated as having been acquired at the same time as the Existing Ordinary Shares, and the payment by the Qualifying Shareholder for the New Ordinary Shares should be added to that Shareholder's base cost in the Existing Ordinary Shares. Accordingly, no liability to UK taxation of chargeable gains should arise if a Qualifying Shareholder takes up its rights to New Ordinary Shares in full.

In the event that the Rights Issue will not constitute a reorganisation of share capital of the Company for UK chargeable gains purposes, when a UK resident Shareholder takes up their rights, they will be treated as acquiring new Shares in the Company. For a corporate Shareholder, the New Ordinary Shares should be pooled with their Existing Ordinary Shares provided the shares are of the same class. For an individual Shareholder, the New Ordinary Shares are subject to the share identification rules.

As the New Ordinary Shares under the Rights Issue are offered to Qualifying Shareholders at a discount to their market value, such Shareholders might be regarded as having a part-disposal of their existing Shareholding when they take up shares under the Rights Issue.

200

Dealings in rights to subscribe for New Ordinary Shares

Any disposal by a Qualifying Shareholder of rights to subscribe for New Ordinary Shares pursuant to the Rights Issue, or allowing such rights to lapse and receiving a cash payment in respect thereof, may result in the relevant Shareholder incurring a liability to UK taxation of chargeable gains, depending on that Shareholder's particular circumstances.

However, such a disposal or lapse of rights will not generally result in a Qualifying Shareholder incurring a liability to UK taxation of chargeable gains if the proceeds resulting from the disposal or lapse of rights are "small" compared with the value of the Existing Ordinary Shares in respect of which such rights arose. In that case, no liability to UK taxation of chargeable gains will arise as a result of the disposal or lapse of rights but the proceeds thereof will be deducted from the base cost in the Qualifying Shareholder's Existing Ordinary Shares. HMRC interprets "small" to mean five per cent. or less of the value of the Existing Ordinary Shares in respect of which the rights arose or, in the alternative, no more than £3,000 (regardless of whether the value of the disposal would pass the five per cent. test). This treatment is dependent upon there being sufficient base cost in the Qualifying Shareholder's Existing Ordinary Shares from which to deduct the proceeds of the disposal or lapse of rights.

Sale of New Ordinary Shares

Any future sale by a Qualifying Shareholder of New Ordinary Shares may, depending on the relevant Shareholder's particular circumstances, result in that Shareholder incurring a liability to UK taxation of chargeable gains.

For the purposes of UK tax on chargeable gains, the amounts paid by a Shareholder for New Ordinary Shares will generally constitute the base cost of his holdings in those New Ordinary Shares.

(i) UK resident individual Shareholders

For an individual Shareholder within the charge to UK capital gains tax, a disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable gain or an allowable loss for the purposes of capital gains tax. The rate of capital gains tax is 10 per cent. (2018/2019) to the extent that an individual Shareholder's total taxable income (including chargeable gains), after all allowable deductions, is less than the upper limit of the income tax basic rate band, and 20 per cent. (2018/2019) for individuals who are subject to income tax at the higher or additional rates. An individual Shareholder is entitled to realise an annual exempt amount of gains without being liable to tax. For the year to 5 April 2019 the annual exemption is £11,700.

(ii) UK resident corporate Shareholders

For a corporate Shareholder within the charge to UK corporation tax, a disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable gain at the rate of corporation tax applicable to that Shareholder (currently 19 per cent. for companies paying the rate of corporation tax with effect from 1 April 2017, reducing to 17 from 1 April 2020) or an allowable loss for the purposes of UK corporation tax. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax by increasing the chargeable gains tax base cost of an asset in accordance with the rise in the retail prices index but indexation allowance cannot create or increase any allowable loss. However, the Finance Act 2018 froze indexation allowable in relation to disposals on or after 1 January 2018, such that indexation now applying to such disposals is calculated from the month of acquisition to 31 December 2017, regardless of the actual date of disposal of the asset.

(iii) Overseas Shareholders

A Shareholder (individual or corporate) who is not resident in the UK for tax purposes is generally not subject to UK taxation on chargeable gains. They may, however, be subject to taxation under their local law.

However, if such a Shareholder carries on a trade, profession or vocation in the UK through a branch or agency (or, in the case of a non-UK resident corporate Shareholder, a permanent establishment) to which the Ordinary Shares are attributable, the Shareholder will be subject to the same rules that apply to UK resident Shareholders.

Individual Shareholders who are not resident in the UK will not be subject to UK capital gains tax in respect of gains arising on disposals of Ordinary Shares. However, a Shareholder who has previously been resident or ordinarily resident in the UK may in some cases be subject to UK tax on capital gains in respect of a disposal of Ordinary Shares in the event that they re-establish residence in the UK.

Taxation of dividends

Overview

This subsection considers certain UK tax implications of receiving cash dividends on New Ordinary Shares. The following paragraphs outline the main aspects of the tax treatment of dividends in the hands of various categories of Shareholder.

Individual Shareholders

The tax treatment of dividends paid by the Company to individual Shareholders is as follows:

dividends paid by the Company no longer carry a tax credit, following a change in dividend taxation which took effect in April 2016;
dividends received by individual Shareholders (who are resident and domiciled in the UK) from the Company (or from other sources) will, except to the extent that they are earned through an ISA, self-invested pension plan or other regime which exempts the dividends from tax, form part of the Shareholder's total income for income tax purposes and will represent the highest part of that income;
a nil rate of income tax applies to the first £2,000 of dividend income received by an individual Shareholder in the 2018/2019 tax year (the "Nil Rate Amount"); and
any dividend income received by an individual Shareholder in a tax year in excess of the Nil Rate Amount is taxed at a special rate, as set out below.

Where a Shareholder's dividend income for a tax year exceeds the Nil Rate Amount, the excess amount (the "Relevant Dividend Income") will be subject to income tax at the following rates for 2017/18:

at the rate of 7.5 per cent., to the extent that the Relevant Dividend Income falls below the threshold for the higher rate of income tax;
at the rate of 32.5 per cent., to the extent that the Relevant Dividend Income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and
at the rate of 38.1 per cent., to the extent that the Relevant Dividend Income falls above the threshold for the additional rate of income tax.

In determining whether and, if so, to what extent the Relevant Dividend Income falls above or below the threshold for the higher rate of income tax or, as the case may be, the additional rate of income tax, the Shareholder's total dividend income for the tax year in question (including the part within the Nil Rate Amount) will, as noted above, be treated as the highest part of the Shareholder's total income for income tax purposes.

Corporate Shareholders

Corporate Shareholders which are "small companies" for the purposes of UK taxation of dividends legislation in Chapter 2 of Part 9A of the Corporation Tax Act 2009 will not generally be subject to tax on dividends provided certain conditions are met (including an anti-avoidance condition). Other corporate Shareholders (which are not a "small company" for the purposes of the UK taxation of dividends legislation in Part 9A of the Corporation Tax Act 2009) will not be subject to tax on dividends from the Company so long as the dividends fall within an exempt class and certain conditions are met. Examples of exempt classes include dividends paid on shares that are "ordinary shares" and are not "redeemable" (both as defined for the purpose of the U.K. Corporation Tax Act 2009) and dividends paid to a person holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital in respect of which such dividends are paid) generally fall within an exempt class. However, the exemptions are not comprehensive and are subject to anti-avoidance rules. In the event that these dividends do not fall within an exempt class, a UK resident corporate Shareholder will be liable to UK corporation tax (currently at a rate of 19 per cent. for the tax year to 2018/2019, and reducing to 17 per cent. from 1 April 2020).

201

202

Overseas Shareholders

Non-UK resident Individual Shareholders who receive a dividend from the Company are treated as having paid UK income tax on their dividend income at the dividend ordinary rate (7.5 per cent.). Such income tax will not be repayable to a non-UK resident Individual Shareholder. A non-UK resident Individual Shareholder is not generally subject to further UK tax on dividend receipts.

Where a non-UK resident Shareholder who is resident for tax purposes outside the UK carries on a trade, profession or vocation in the UK and the dividends are a receipt of that trade, profession or vocation or, in the case of corporation tax, a non-UK resident corporate Shareholder, if the Ordinary Shares are held for a UK permanent establishment through which a trade is carried on, the Shareholder may be liable to UK tax on dividends received.

An Individual Shareholder who has ceased to be resident in the UK for tax purposes for a period of five full tax years or less and who receives or becomes entitled to dividends from the Company during that period may, if other conditions are met, be liable for UK income tax on those dividends on his return to the UK. Special rules apply to Shareholders who are subject to tax on a "split-year" basis, who should seek specific professional advice if they are in any doubt about their position.

A non-UK resident Shareholder may also be subject to taxation on dividend income under local law. A shareholder who is not solely resident in the UK for tax purposes should consult his own tax advisers concerning his tax liabilities (in the UK and any other country) on dividends received from the Company, to determine the appropriate tax treatment and whether any double taxation relief is due in the respective jurisdiction in which he is subject to tax and, if so, the procedure for claiming such relief.

Withholding tax

The Company is not required to withhold any tax from dividends.

Stamp duty and SDRT

Issue of rights

No UK stamp duty or SDRT should be payable on the issue of Provisional Allotment Letters or split Provisional Allotment Letters or on the crediting of Nil Paid Rights or Fully Paid Rights to stock accounts in CREST.

Dealings in rights

No UK stamp duty will generally be payable on the transfer of rights to New Ordinary Shares represented by a Provisional Allotment Letter or split Provisional Allotment Letter (whether nil paid or fully paid) or on the transfer of Nil Paid Rights or Fully Paid Rights within CREST.

A purchaser of rights to New Ordinary Shares represented by a Provisional Allotment Letter or a split Provisional Allotment Letter (whether nil paid or fully paid) or of Nil Paid Rights or Fully Paid Rights held in CREST, on or before the latest time for registration of renunciation will generally be liable to pay SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for such rights. Where such a purchase is effected through a stockbroker or other financial intermediary, that person will normally account to HMRC for the SDRT and should indicate that this has been done in any contract note issued to the purchaser of the rights. In other cases, the purchaser is liable to pay the SDRT and must account for it to HMRC. In the case of transfers of Nil Paid Rights or Fully Paid Rights within CREST, the SDRT should be collected through CREST and accounted for to HMRC in accordance with the CREST Rules.

Lapse of rights

No UK stamp duty or SDRT should be payable on the lapse of rights to New Ordinary Shares represented by a Provisional Allotment Letter or a split Provisional Allotment Letter, or on the disablement of Nil Paid Rights or Fully Paid Rights in CREST.

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Issue of New Ordinary Shares

No UK stamp duty or SDRT should be payable on the issue of New Ordinary Shares in certificated form or on the issue of New Ordinary Shares in uncertificated form by way of credit to CREST accounts.

Dealings in New Ordinary Shares

Subject to an exemption for certain low-value transfers, a purchaser of New Ordinary Shares held in certificated form will generally be liable to pay UK stamp duty on the transfer of such New Ordinary Shares at the rate of 0.5 per cent. (rounded up, if applicable, to the nearest £5) of the amount or value of the consideration paid for such transfer. A charge to SDRT will also generally arise when the agreement to transfer such New Ordinary Shares is or becomes unconditional but will be vacated (and any SDRT paid will be repaid) if the agreement is completed by a duly stamped or exempt instrument of transfer within six years of the date of the agreement to the transfer (or the date on which such agreement became unconditional).

A purchaser of New Ordinary Shares held within CREST will generally be liable to pay SDRT on the agreement to transfer such New Ordinary Shares at the rate of 0.5 per cent. of the amount or value of the consideration paid for such transfer. The SDRT should be collected through CREST and accounted for to HMRC in accordance with the CREST Rules. Deposits of shares into CREST for no consideration should not be subject to SDRT or stamp duty.

UK stamp duty or SDRT will generally be payable if New Ordinary Shares are transferred to an operator of a clearance service or depository receipt system (or to their nominees) at the higher rate of 1.5 per cent. (rounded up in the case of stamp duty, if applicable, to the nearest £5) of the amount or value of the consideration given or, in certain circumstances, of the value of the New Ordinary Shares, unless the transfer is to a clearance service that has made an HMRC-approved election under section 97A Finance Act 1986 for an alternative system of charge.

US TAXATION

The following is a discussion as of the date of this document of certain US federal income tax consequences of the acquisition, ownership and disposition of the Nil Paid Rights, the Fully Paid Rights (collectively, the "Rights") and the New Ordinary Shares into which the rights may be converted by US Holders or Non US Holders, each as defined below, that acquire the Rights pursuant to this Rights Issue. This discussion is not a complete analysis or listing of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to particular beneficial owners of the Rights or New Ordinary Shares in light of their personal circumstances or to persons that are subject to special tax rules.

Except where noted, this discussion deals only with holders who purchase the Company's New Ordinary Shares in connection with the Rights Issue and who have held their Existing Ordinary Shares and will hold the Company's New Ordinary Shares as capital assets for US federal income tax purposes (generally, property held for investment). This summary is not directed to a holder of Existing Ordinary Shares, the Rights or New Ordinary Shares that is subject to special treatment under the US federal income tax laws, including, without limitation:

(a) a dealer or trader in securities;
(b) a bank or other financial institution;
(c) a regulated investment company;
(d) a real estate investment trust;
(e) an insurance company;
(f) a tax-exempt entity (including an "individual retirement account");
(g) a person holding the Company's New Ordinary Shares as part of a hedging transaction, wash sale, conversion transaction, a constructive sale or a straddle;
(h) a person who owns 10 per cent. or more (directly, indirectly or through application of certain constructive ownership rules) of the voting stock or value of the Company;

(i) US expatriates and former long-term residents of the United States; or
(j) a US Holder (as defined below) whose “functional currency” is not the US Dollar.

As used herein, “US Holder” means a holder of the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights that is for US federal income tax purposes a beneficial owner of Existing Ordinary Shares, New Ordinary Shares or Rights and is (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity classified as a corporation), created or organised in or under the laws of the United States, any state therein or the District of Columbia; (iii) an estate the income of which is subject to US federal income taxation regardless of its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust (or otherwise if the trust has a valid election in effect under current Treasury regulations to be treated as a United States person). A “Non US Holder” is a beneficial owner of the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights that is an individual, corporation, estate or trust and is not a US Holder.

If an entity or arrangement that is classified as a partnership for US federal income tax purposes holds the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights, the US federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A Partnership holding the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights and partners in such partnership should consult their tax advisers as to the particular US federal income tax consequences of holding and disposing of the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights.

The discussion below is based upon the provisions of the US Internal Revenue Code of 1986, as amended (the “Code”), and final, temporary and proposed regulations (the “Regulations”), rulings and judicial decisions thereunder as of the date of this document, and such authorities may be replaced, revoked or modified (possibly with retroactive effect) or subject to differing interpretations so as to result in US federal income tax consequences different from those discussed below. In addition, this discussion does not address the US federal estate, gift or alternative minimum tax consequences, or any state, local or non US tax consequences of the acquisition, ownership and disposition of the New Ordinary Shares or the Rights. US Holders should consult their tax advisers concerning the US federal, state, local and non US tax consequences of acquiring, owning and disposing of the New Ordinary Shares or the Rights based on their particular circumstances.

No advance rulings have been or will be sought from the US Internal Revenue Service (“IRS”) regarding any matter discussed herein. Counsel to the Company has not rendered any legal opinion regarding any US federal income tax consequences relating to the Rights Issue, the Company or an investment in the Company’s New Ordinary Shares. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.

If you hold Existing Ordinary Shares or are considering the purchase, ownership or disposition of the Company’s New Ordinary Shares or Rights, you should consult your own tax advisers concerning the US federal income tax consequences of the Rights Issue to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

The Company

The Company is a public limited company organised under the laws of England and Wales, and will be treated as a corporation for US federal income tax purposes. As such, for US federal income tax purposes, subject to the discussion in “—Passive foreign investment company—Qualified electing fund election” below, the income, gains, losses, deductions, and expenses of the Company will not be passed through to holders of the Company’s New Ordinary Shares, and all distributions by the Company to the US Holders generally will be treated as dividends, return of capital and/or gains, as described below.

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Taxation with respect to Rights

(i) Distribution of Nil Paid Rights

Distribution of Nil Paid Rights

A US Holder who receives a Nil Paid Right pursuant to the Rights Issue could, in certain circumstances, be treated as having received a taxable distribution in an amount equal to the value, if any, of such Nil Paid Right. One such instance would be where as a result of the Rights Issue, a shareholder's proportionate interest in the earnings and profits or assets of the Company is increased and any other shareholder receives a distribution (or deemed distribution) of cash or other property from the Company. The application of the foregoing rule to the Rights Issue is not clear in several respects. For example, there is a risk that a holder of Existing Ordinary Shares who, in connection with the Rights Issue, receives net proceeds from the sale by the Banks of New Ordinary Shares could be treated as receiving cash from the Company rather than treated as having received the corresponding Nil Paid Rights and then selling the Nil Paid Rights. If some holders of Existing Ordinary Shares are treated as receiving cash from the Company, the receipt of Nil Paid Rights by others (to the extent it results in a proportionate increase in the assets or earnings and profits of the Company) could be treated as a taxable stock dividend. However, the Company believes that the better view is that the distribution of Nil Paid Rights should not be treated as a taxable stock dividend and, to the extent relevant to it, intends to report it as a non taxable distribution. It is possible that the IRS will take a contrary view and require a US Holder to include in taxable income as a dividend the fair market value of the Nil Paid Right received by such US Holder. For further discussion of taxation of dividends, see "Taxation of New Ordinary Shares—Taxation of dividends." US Holders are strongly urged to consult their own tax advisers regarding the risk of having a taxable distribution as a result of the receipt of a Nil Paid Right. The remainder of this discussion assumes that the receipt of the Nil Paid Rights will not be a taxable event for US federal income tax purposes.

If, on the date Nil Paid Rights are distributed, the fair market value of the Nil Paid Rights allocable to a US Holder is less than 15 per cent. of the fair market value of the Existing Ordinary Shares with respect to which such Nil Paid Rights are distributed, the Nil Paid Rights will have a zero basis for US federal income tax purposes unless such US Holder affirmatively elects to allocate basis in proportion to the relative fair market value of such US Holder's Existing Ordinary Shares and the Nil Paid Rights, determined on the date of distribution. This election must be made in the US federal income tax return of the US Holder for the taxable year in which the Nil Paid Rights are distributed. If, on the date Nil Paid Rights are distributed, the fair market value of the Nil Paid Rights attributable to a US Holder is 15 per cent. or greater than the fair market value of the Existing Ordinary Shares with respect to which the Nil Paid Rights are distributed, then the basis in such US Holder's Existing Ordinary Shares must be allocated between such Existing Ordinary Shares and the Nil Paid Rights distributed in proportion to their fair market values determined on the date the Nil Paid Rights are distributed. Basis is allocated under the foregoing rules with respect to Nil Paid Rights only if the Nil Paid Rights are exercised or sold (and not if the Nil Paid Rights expire in the absence of sale or exercise); otherwise there is no allocation of basis from the Existing Ordinary Shares to the Nil Paid Rights.

(ii) Sale or other disposition of Nil Paid Rights

Subject to the discussion in "Passive foreign investment company" below, a US Holder will recognise capital gain or loss on the sale or other disposition of Nil Paid Rights (including a sale of Nil Paid Rights by the Banks on its behalf) in an amount equal to the difference between such US Holder's tax basis in the Nil Paid Rights and the US Dollar value of the amount realised (as determined for US federal income tax purposes) from the sale or other disposition. Gain or loss recognised upon the sale or other disposition of Nil Paid Rights generally will be long-term capital gain or loss if the US Holder's holding period exceeds one year. The holding period of such US Holder in the Nil Paid Rights should include its holding period in the Existing Ordinary Shares with respect to which the Nil Paid Rights were distributed. Any gain or loss generally will be treated as arising from US sources. For the US federal income taxation of an amount realised in non-US currency from a sale or other disposition, refer to the discussion in "Sale or other disposition of New Ordinary Shares—Currency gain or loss on disposition of New Ordinary Shares" below.

(iii) Exercise of Nil Paid Rights and receipt of Fully Paid Rights

A US Holder who is permitted to receive Nil Paid Rights will not ordinarily recognise taxable income upon the receipt of Fully Paid Rights pursuant to the exercise of Nil Paid Rights. Such a US Holder will have a tax basis in the Fully Paid Rights equal to the sum of such US Holder's tax basis in the Nil Paid Rights exercised to obtain the Fully Paid Rights and the US Dollar value of the Rights Issue Price on the exercise date. Such a US Holder's holding period in the Fully Paid Rights received generally will begin on the date the Nil Paid Rights are exercised.

(iv) Expiration of Nil Paid Rights

If a US Holder who is permitted to receive Nil Paid Rights allows Nil Paid Rights to expire without selling or exercising them, and such US Holder does not receive any proceeds from the sale of Nil Paid Rights by the Banks, such US Holder should not recognise any loss upon the expiration of the Nil Paid Rights.

Taxation of Fully Paid Rights

(i) Exercise of Fully Paid Rights

A US Holder will not ordinarily recognise taxable income upon the receipt of New Ordinary Shares pursuant to the exercise of Fully Paid Rights. A US Holder will have a tax basis in the New Ordinary Shares equal to such US Holder's tax basis in the Fully Paid Rights and a holding period starting on the date the Nil Paid Rights were exercised.

(ii) Sale or other disposition of Fully Paid Rights

Subject to the discussion in "Passive foreign investment company" below, a US Holder will recognise capital gain or loss on the sale, exchange or other disposition of Fully Paid Rights in an amount equal to the difference between such US Holder's adjusted tax basis in the Fully Paid Rights and the US Dollar value of the amount realised (as determined for US federal income tax purposes) from the sale, exchange or other disposition. Any gain or loss generally will be treated as arising from US sources.

For the US federal income taxation of an amount realised in non-US currency from a sale, exchange or other disposition, refer to the discussion in "Sale or other disposition of New Ordinary Shares—Currency gain or loss on disposition of New Ordinary Shares" below.

Proceeds from sale by the Banks

The US federal income tax treatment of a US Holder that, in connection with the Rights Issue, receives the proceeds as a result of the sale by the Banks of New Ordinary Shares at a premium over the Rights Issue Price is not free from doubt. Generally, such a US Holder will be treated, for US federal income tax purposes, either as having sold the Nil Paid Rights (as described above) or as having exercised the Nil Paid Rights and sold the corresponding New Ordinary Shares. A US Holder that is treated as having sold the Nil Paid Rights will recognise a capital gain or loss as described in "Taxation with respect to Rights—Taxation of Nil Paid Rights—Sale or other disposition of Nil Paid Rights" above. A US Holder that is treated as having sold the New Ordinary Shares will likely recognise a short-term capital gain or loss as described in "—Sale or other disposition of New Ordinary Shares" below, regardless of the holding period of the Nil Paid Rights. US Holders that receive amounts in respect of lapsed Nil Paid Rights or in lieu of receiving Nil Paid Rights should consult their own tax advisers regarding the US federal income tax treatment of such amounts.

Taxation of New Ordinary Shares

Except as otherwise noted, any discussion below regarding the US federal income tax consequences to a holder with respect to the ownership and disposition of New Ordinary Shares is applicable both to holders that obtained such shares through the exercise of Nil Paid Rights or through the acquisition of New Ordinary Shares not taken up by holders of Existing Ordinary Shares.

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(i) Taxation of dividends

Subject to the discussion in "Passive foreign investment company" below, distributions on the Company's New Ordinary Shares, other than certain pro rata distributions of New Ordinary Shares to all shareholders, received by a US Holder on New Ordinary Shares will be taxable as dividends to the extent paid out of the Company's current or accumulated earnings and profits as determined under US federal income tax principles measured at the end of the tax year in which such distribution is actually or constructively received. Distributions in excess of such earnings and profits will be applied against and will reduce the US Holder's tax basis in its New Ordinary Shares and, to the extent in excess of such basis, will be treated as long-term capital gain if the US Holder held its New Ordinary Shares for more than one year, and as short-term capital gain if the US Holder held its New Ordinary Shares for one year or less. Since the Company does not maintain calculations of its earnings and profits for US federal income tax purposes, it is unlikely that US Holders will be able to establish that a distribution by the Company is in excess of its current and accumulated earnings and profits (as computed under US federal income tax principles). Therefore, a US Holder should expect that a distribution by the Company will generally be treated as taxable in its entirety as a dividend to US Holders for US federal income tax purposes even if that distribution would otherwise be treated as a non-taxable return of capital under the rules set forth above. Moreover, although an additional dividends received deduction was recently enacted that generally allows a deduction for the foreign source portion of dividends received by a US corporation from a non US corporation, this deduction is available only to corporate shareholders who own at least 10 per cent. of the vote or value of such non US corporation.

(ii) Currency gain or loss on dividends

The US Dollar value of any distribution on the Company's New Ordinary Shares made in Pounds Sterling should be calculated by reference to the exchange rate between the US Dollar and the Pounds Sterling in effect on the date of receipt of such distribution by the US Holder, regardless of whether the Pounds Sterling amount so received is in fact converted into US Dollars. If the Pounds Sterling amount so received is converted into US Dollars on the date of receipt, such US Holder generally should not recognise foreign currency gain or loss on such conversion. If it is not converted into US Dollars on the date of receipt, such US Holder will have a basis in such Pounds Sterling equal to the US Dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of such Pounds Sterling generally will be treated as ordinary income or loss to such US Holder and generally will be income or loss from sources within the United States for US foreign tax credit purposes.

(iii) Qualified dividends for individuals

Distributions treated as dividends that are received by certain non-corporate US Holders (including individuals) from "qualified foreign corporations" generally qualify for preferential rates so long as certain holding period and other requirements are met. A non US corporation (other than a corporation that was treated as a passive foreign investment company (as described in "—Passive foreign investment company" below) with respect to a US Holder in the year in which the dividends are paid, or in the year prior to the year in which the dividends are paid) generally will be considered to be a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the United States. If the Company is a PFIC with respect to any taxable year, it will not be considered a qualified foreign corporation with respect to dividends paid in such year or the following taxable year.

Sale or other disposition of New Ordinary Shares

Subject to the discussion in "Passive foreign investment company" below, for US federal income tax purposes, a US Holder generally will recognise taxable gain or loss on any sale, exchange or other disposition of its New Ordinary Shares in an amount equal to the difference between the amount realised and such US Holder's tax basis in the New Ordinary Shares. Such gain or loss will generally be capital gain or loss. Capital gains of non-corporate shareholders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations under the Code. Any gain or loss recognised on a disposition by a US Holder of its New Ordinary Shares generally will be treated as US source gain or loss. The tax basis and holding period of New Ordinary Shares obtained through the exercise of Nil Paid Rights will be as described in "Taxation of Fully

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Paid Rights—Exercise of Fully Paid Rights.” The tax basis of New Ordinary Shares purchased by a new holder in exchange for cash will be the amount paid by such holder for such shares and the holding period will start on the acquisition date of such shares.

(i) Currency gain or loss on disposition of New Ordinary Shares

In the case of a US Holder that receives non US currency from a sale, exchange or other disposition of the Company's New Ordinary Shares, the amount realised will generally be equal to the US Dollar value of such non US currency on the date of disposition of the New Ordinary Shares. However, if the New Ordinary Shares are treated as being “traded on an established securities market,” a cash basis or electing accrual basis taxpayer will determine the US Dollar value of the amount realised by translating such amount at the spot rate on the settlement date of the sale. If an accrual basis US Holder makes the election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A US Holder will have a tax basis in any non US currency received in respect of the sale, exchange or other disposition of its New Ordinary Shares equal to its US Dollar value calculated at the exchange rate in effect on the date of such sale, exchange or other disposition (or in the case of a cash basis or electing accrual basis taxpayer the exchange rate in effect on the date of settlement, if the New Ordinary Shares are treated as being “traded on an established securities market”). Any gain or loss recognised upon a subsequent disposition of non US currency will be treated as ordinary income or loss to such US Holder and generally will be income or loss from sources within the United States for US foreign tax credit purposes.

Passive foreign investment company

In general, a non US corporation will be classified as a Passive Foreign Investment Company (“PFIC”) for any taxable year if at least (i) 75 per cent. of its gross income for that year is classified as “passive income” or (ii) 50 per cent. of the value of its assets (determined on the basis of a quarterly average for that year) produce or are held for the production of passive income. For these purposes, passive income generally includes, subject to certain exceptions, among other things, dividends, interest, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. In making this determination, the non US corporation is treated as earning its proportionate share of any income and owning its proportionate share of any assets of any corporation in which it directly or indirectly holds 25 per cent. or more (by value) of the stock.

The Company has not determined whether it was a PFIC for any prior taxable year. Such determination is made annually after the close of the relevant taxable year, is highly fact specific and will depend in particular on the composition of the Company's income and assets, the market price of the Company's New Ordinary Shares, and the actual amount and timing of the use of the proceeds from the Rights Issue. Because PFIC status is a fact-intensive determination, no assurance can be given that the Company is not, has not been, or will not become, classified as a PFIC.

If the Company is a PFIC for any taxable year during which a US Holder holds the Company's New Ordinary Shares, any gain recognised by the US Holder on a sale or other disposition of the New Ordinary Shares, as well as the amount of any “excess distribution” (defined below) received by such holder, would be allocated rateably over the US Holder's holding period for the New Ordinary Shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year also is taxed as ordinary income and the tax imposed will be the “deferred tax amount” (an amount calculated by multiplying the amount allocated to each prior year by the highest rate of tax in effect for individuals or corporations, as appropriate, for that taxable year, together with an interest charge). For purposes of these rules, an “excess distribution” is the amount by which any distribution received by a US Holder on its New Ordinary Shares in a taxable year exceeds 125 per cent. of the average of the annual distributions on the New Ordinary Shares received during the preceding three years or the US Holder's holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as an election for mark-to-market treatment or to be treated as a qualified electing fund, each as discussed below) of the New Ordinary Shares.

Under the PFIC rules, if the Company were considered a PFIC for any taxable year during which a US Holder holds the Company's New Ordinary Shares (or in the case of a holder of Existing Ordinary Shares

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who was a holder in a year the Company was a PFIC and receives New Ordinary Shares upon the exercise of Rights), the Company would continue to be treated as a PFIC with respect to such US Holder's investment for each subsequent taxable year unless (i) the Company ceases to be a PFIC and (ii) the US Holder has made a "deemed sale" election under the PFIC rules.

If the Company is treated as a PFIC with respect to a US Holder for any taxable year, a US Holder will also be deemed to own a proportionate interest in any of the Company's subsidiaries that are also PFICs, if any. Special rules apply with respect to the application of the PFIC rules with respect to indirect distributions from, or indirect dispositions of, such a subsidiary that is a PFIC. An election for mark-to-market treatment would likely not be available with respect to any such subsidiaries.

If a US Holder owns the Company's New Ordinary Shares during any year in which the Company is a PFIC, the US Holder generally must file an IRS Form 8621 with respect to the Company, with the US Holder's US federal income tax return for that year. US Holders should consult their tax advisers regarding whether the Company is a PFIC and the potential application of the PFIC rules.

Mark-to-market election

To mitigate the application of the PFIC rules discussed above, a US Holder may make an election to include gain or loss on the New Ordinary Shares as ordinary income or loss under a mark-to-market method, provided that the New Ordinary Shares are regularly traded on a qualified exchange. Application has been made for the New Ordinary Shares to be listed on AIM, which the Company expects to be a qualified exchange. However, no assurance can be given that the New Ordinary Shares will be "regularly traded" as defined by the Code for purposes of the mark-to-market election.

If a US Holder makes an effective mark-to-market election, the US Holder will include in each year as ordinary income the excess of the fair market value of its New Ordinary Shares at the end of the year over its adjusted tax basis in the New Ordinary Shares. The US Holder will be entitled to deduct as an ordinary loss each year the excess of its adjusted tax basis in the New Ordinary Shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. On an annual basis, a US Holder's adjusted tax basis in the New Ordinary Shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, gains from an actual sale or other disposition of New Ordinary Shares will be treated as ordinary income, and any losses will be treated as ordinary losses to the extent of any mark-to-market gains for prior years.

If a US Holder makes a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the New Ordinary Shares are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election.

Qualified electing fund election

To mitigate the application of the PFIC rules discussed above, a US Holder may make an election to treat the Company as a qualified electing fund ("QEF") for US federal income tax purposes. For each taxable year of a US Holder in which or with which the taxable year of the QEF ends, the US Holder is required to include in income a pro rata share of the ordinary earnings of the QEF as ordinary income and a pro rata share of the net capital gain of the QEF as long-term capital gain and pay US federal income tax thereon, regardless of whether the Company has distributed such earnings or gain, subject to a separate election to defer payment of taxes. Such deferral, if elected, is subject to an interest charge. If the Company later were to distribute the income or gain on which the US Holder has already paid US federal income taxes, amounts so distributed to the US Holder would not be further taxable to the US Holder. A US Holder's tax basis in the Company's New Ordinary Shares would be increased by the amount so included and decreased by the amount of non-taxable distributions. To make a QEF election, the Company must provide US Holders with information compiled according to US federal income tax principles. The Company currently does not intend to compile such information for US Holders, and therefore the Company expects that this election will be unavailable.

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Non US Holders

A Non US Holder generally should not be subject to US federal income or withholding tax on any distributions made on the Company's New Ordinary Shares or gain from the sale, exchange or other disposition of the Company's New Ordinary Shares unless: (i) that distribution and/or gain is effectively connected with the conduct of a trade or business in the United States by that Non US Holder; or (ii) in the case of any gain realised on the sale or exchange of New Ordinary Shares by an individual Non US Holder, that Non US Holder is present in the United States for 183 days or more in the taxable year of the sale, exchange or retirement and certain other conditions are met.

Medicare tax

A US Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, generally will be subject to a 3.8 per cent. tax, referred to as the Medicare tax, on the lesser of (1) the US Holder's "net investment income" (or, in the case of a US Holder that is an estate or trust, the US Holder's "undistributed net investment income") for the relevant taxable year and (2) the excess of the US Holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between US$125,000 and US$250,000, depending on the individual's tax return filing status). The net investment income of a US Holder generally will include dividend income and any net gains from the disposition of New Ordinary Shares, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive trading activities). US Holders should consult their tax advisers regarding the applicability of the Medicare tax to their income and gains in respect of their investment in the Company.

Information reporting and backup withholding

Investment in New Ordinary Shares

Under the Code and Regulations, certain categories of US persons must file information returns with respect to their investment in the equity interests of a non US corporation. A US Holder that purchases the Company's New Ordinary Shares for cash will be required to file IRS Form 926 if the transfer of cash to the Company, when aggregated with all transfers made by such person (or any related person) to the Company within the preceding 12-month period, exceeds US$100,000. In the event a US Holder fails to file any such required form, the US Holder could be required to pay a penalty equal to 10 per cent. of the gross amount paid for such New Ordinary Shares up to a maximum penalty of US$100,000, unless the failure to comply was due to intentional disregard.

Dividends and dispositions

In general, information reporting will apply to dividends in respect of the Company's New Ordinary Shares and the proceeds from the sale, exchange or other disposition of the Company's New Ordinary Shares that are paid within the United States (and in certain cases, outside the United States), unless a holder establishes that it is an exempt recipient (such as a corporation). Backup withholding (currently at a rate of 24 per cent.) may apply to such payments if a holder fails to provide a taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a credit or a refund against the holder's US federal income tax liability provided the required information is timely furnished to the IRS.

Reportable transactions

A US Holder participating in a "reportable transaction" within the meaning of the Regulations is required to file IRS Form 8886 with their US federal income tax return, and submit a copy of IRS Form 8886 with the Office of Tax Shelter Analysis of the IRS. Reportable transactions subject to this disclosure requirement could include, among other things, the recognition of losses exceeding certain thresholds upon a disposition of New Ordinary Shares or the recognition of foreign currency exchange losses exceeding certain thresholds. A significant penalty is imposed on taxpayers who fail to make the required disclosure. US Holders are urged to consult their own tax advisers concerning the application of these reporting obligations to their specific situations and the penalty discussed above.

Foreign financial asset reporting

Certain US Holders may be subject to substantial penalties if they fail to comply with special information reporting requirements with respect to their ownership of the Company's New Ordinary Shares, unless the New Ordinary Shares are held in accounts at certain financial institutions. In particular, US Holders may be required to file an FBAR ("Report of Foreign Bank and Financial Account") with the US Department of the Treasury with respect to a foreign financial account holding their investment in the Company.

Certain US Holders also will be required to attach IRS Form 8938 to their US federal income tax returns for any year in which the aggregate value of all "specified foreign financial assets" held by such US Holder exceeds certain specified thresholds (generally, US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year (higher thresholds apply for certain married individuals filing joint returns)). A "specified foreign financial asset" generally includes, among other things, stock issued by a non US corporation that is held for investment and not held in an account at a financial institution. Penalties may be imposed for the failure to disclose such information regarding specified foreign financial assets.

US Holders should consult their tax advisers regarding the potential application of these reporting requirements to their interest in the Company.

The above summary is not intended to constitute a complete analysis of all US federal income tax consequences relating to the acquisition, holding and disposition of the New Ordinary Shares. Holders of Existing Ordinary Shares and prospective purchasers of the New Ordinary Shares should consult their own tax advisers concerning the tax consequences of the Rights Issue based on their particular situations.

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PART XIX

ADDITIONAL INFORMATION

PERSONS RESPONSIBLE

The Directors of the Company, whose names appear on page 46 of this document, 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 does not omit anything likely to affect the import of such information.

INCORPORATION AND REGISTERED OFFICE

The Company's legal and commercial name is ITE Group plc. The Company is a public limited company incorporated and registered in England and Wales on 28 June 1985 as a public company limited by shares with the name Multitrust Investment plc. The Company changed its name to Multitrust plc on 14 November 1986, to Cementone plc on 10 January 1994 and subsequently to ITE Group plc on 19 March 1998. Its Ordinary Shares are admitted to the premium segment of the Official List and traded on the main market for listed securities of the London Stock Exchange. The Company operates under the Companies Act 1985 and the Companies Act 2006 and its registered number is 01927339.

The Company is domiciled in the UK. Its registered office and corporate headquarters is at 105 Salusbury Road, London, NW6 6RG (Tel. No 020 7596 5000, or if dialling from outside the UK, +44 20 7596 5000).

The principal laws and legislation under which the Company operates, and under which the Ordinary Shares have been created, are the Companies Act and regulations made thereunder.

SHARE CAPITAL OF THE COMPANY

3.1 Share capital

At 5 June 2018 (being the latest practicable date prior to the publication of this document), the Company had 269,679,563 existing Ordinary Shares in issue.

3.2 History of share capital

On 1 October 2009, the Companies Act removed the concept of authorised share capital.

As at 30 September 2014, the first day covered by the historical financial information incorporated by reference into this document, the Company's issued share capital comprised 249,720,524 Ordinary Shares with a nominal value of one penny each.

Between 1 October 2014 and 5 June 2018 (being the latest practicable date before publication of this document), the changes to the issued share capital of the Company have been as follows:

(a) On 10 March 2015, the issued share capital was increased by 7,164,179 ordinary shares to 256,884,703 ordinary shares.
(b) On 11 May 2015, the issued share capital was increased by 88,928 ordinary shares to 256,973,631 ordinary shares.
(c) On 19 May 2016, the issued share capital was increased by 4,653,515 ordinary shares to 261,627,146 ordinary shares.
(d) On 5 August 2016, the issued share capital was increased by 512,527 ordinary shares to 262,139,673 ordinary shares.
(e) On 9 December 2016, the issued share capital was increased by 2,299,379 ordinary shares to 264,439,052 ordinary shares.

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(f) On 6 February 2017, the issued share capital was increased by 1,605,813 ordinary shares to 266,044,865 ordinary shares.
(g) On 31 May 2017, the issued share capital was increased by 2,791,120 ordinary shares to 268,835,985 ordinary shares.
(h) On 3 August 2017, the issued share capital was increased by 444,289 ordinary shares to 269,280,274 ordinary shares.
(i) On 5 February 2018, the issued share capital was increased by 399,289 ordinary shares to 269,679,563 ordinary shares.

3.3 Dilution on Rights Issue

The New Ordinary Shares represent approximately 175.0 per cent. of the Ordinary Shares in issue immediately prior to the Rights Issue. Qualifying Shareholders who take up their pro rata entitlement in full will suffer no dilution to their interests in the Company. Qualifying Shareholders who do not take up any of their rights to take up the New Ordinary Shares will suffer an immediate dilution of approximately 63.6 per cent. in their interests in the Company.

3.4 Ordinary Shares held under option

At 5 June 2018 (the latest practicable date prior to publication of this document), options over 8,933,308 Ordinary Shares were outstanding as follows:

Plan	Grant Date	Options Outstanding	Option Price (pence)
Performance Share Plan 2014	01/06/2018	140,036	1.00
Performance Share Plan 2014	04/12/2017	1,446,845	1.00
Performance Share Plan 2014	04/12/2017	341,406	1.00
Performance Share Plan 2014	16/06/2017	649,356	1.00
Performance Share Plan 2014	16/06/2017	791,212	1.00
Performance Share Plan 2014 )	16/06/2017	309,533	1.00
Discretionary Share Option Scheme 2009	02/06/2016	50,000	138.25
Discretionary Share Option Scheme 2009	08/01/2016	832,024	146.50
Performance Share Plan 2014	08/01/2016	460,750	1.00
Discretionary Share Option Scheme 2009	08/09/2015	25,000	150.50
Discretionary Share Option Scheme 2009	12/01/2015	214,177	145.50
Discretionary Share Option Scheme 2009	12/01/2015	757,369	145.50
Performance Share Plan 2014	12/01/2015	459,500	1.00
Discretionary Share Option Scheme 2009	03/12/2014	100,000	156.25
Discretionary Share Option Scheme 2009	13/03/2014	376,500	230.00
Discretionary Share Option Scheme 2009	03/02/2014	186,500	273.20
Discretionary Share Option Scheme 2009	10/01/2013	913,500	224.00
Discretionary Share Option Scheme 2009	10/01/2012	206,000	206.00
Performance Share Plan 2004	10/01/2012	21,000	1.00
Discretionary Share Option Scheme 2009	11/01/2011	612,000	231.50
Performance Share Plan 2004	11/01/2011	5,600	1.00
Discretionary Share Option Scheme 2009	16/02/2010	2,500	126.50
Discretionary Share Option Scheme 2009	09/03/2009	30,000	46.50
Discretionary Share Option Scheme 2009	12/03/2008	2,500	1.00

In addition, under the Deferred Share Bonus Plan, Mark Shashoua has 99,273 Ordinary Shares under award and Andrew Beach has 45,445 Ordinary Shares under award.

3.5 Ordinary Shares held by or on behalf of the Company

At 5 June 2018 (the latest practicable date prior to publication of this document), no Ordinary Shares were held by or on behalf of ITE or by subsidiaries of ITE.

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3.6 Ordinary Shares held by or on behalf of experts

At 5 June 2018 (the latest practicable date prior to publication of this document), none of the experts named in this document had any shareholding in any member of the Group or any right to subscribe for securities in any members of the Group.

3.7 Interests of natural and legal persons involved in the Rights Issue

At 5 June 2018 (being the latest practicable date prior to publication), save as disclosed in Part XIII (Directors and Employees) and this Part XIX (Additional Information), no person involved in the Rights Issue has an interest which is material to the Rights Issue.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

None of the Company's major shareholders has different voting rights from any other holder of Ordinary Shares in respect of Ordinary Shares held by them.

At 5 June 2018 (the latest practicable date prior to the publication of this document), the Company was not aware of any persons who, directly or indirectly, jointly or severally, will exercise or could exercise control over the Company.

At 5 June 2018 (the latest practicable date prior to the publication of this document), the Company was not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

Major shareholders

The following table sets out the name of each person who directly, or indirectly, is interested in voting rights representing three per cent. or more of the total voting rights in respect of the Company's issued share capital, insofar as it is known to the Company by virtue of notifications made to it pursuant to Chapter 5 of the Disclosure Guidance and Transparency Rules or otherwise as at 5 June 2018.

Name of Shareholder	Number of Ordinary Shares	Percentage of Voting Rights
Brandes Investment Partners	37,631,651	13.95
Neptune Investment Management	23,487,052	8.71
BlackRock	17,171,008	6.37
Fidelity Management & Research	16,726,103	6.20
Invesco Trimark	12,940,757	4.80
JO Hambro Capital Management	12,210,846	4.53
Legal & General Investment Management	11,156,479	4.14
Amiral Gestion	10,821,962	4.01
Mawer Investment Management	10,773,335	3.99
MN Services	9,692,584	3.59
Fidelity Institutional Asset Management	9,207,801	3.41
Columbia Threadneedle Investments	8,537,325	3.17

Save as disclosed above, the Directors are not aware of any person who is, directly or indirectly interested in three per cent. or more of the issued share capital of the Company.

Related party transactions

At 5 June 2018 (being the latest practicable date prior to publication), no Directors nor experts named in this document have any interest in any assets which have been, or which are proposed to be, acquired by, disposed of by or leased to any member of the Group since 31 March 2018.

There are no contracts or arrangements subsisting at the date of this document in which a Director is materially interested and which is significant in relation to the business of the Group.

Other than as disclosed in the financial information incorporated by reference into this document for the years ended 30 September 2015, 2016 and 2017 (see note 27 to the 2015 Annual Report and Accounts,

note 28 to the 2016 Annual Report and Accounts, and note 29 to the 2017 Annual Report and Accounts) and for the six months ended 31 March 2018, there were no related party transactions entered into by members of the Group during the period covered by the historical financial information of ITE incorporated by reference in this document and during the period between 1 April 2018 and 5 June 2018 (the latest practicable date prior to the publication of this document).

5. SUMMARY OF THE MEMORANDUM AND ARTICLES

The Company's Memorandum and Articles are available for inspection as set out in Section 14 of this Part XIX (Additional Information). References in this Section 5 to "the Board" and to "Directors" are to the directors and board of directors of the Company from time to time

5.1 Memorandum

The principal provisions of the Memorandum of Association (including the statement of the Company's objects) were incorporated in the Articles of Association by operation of law on 1 October 2009. Since removal of the statement of objects from the Articles of Association pursuant to a special resolution passed at a general meeting of the Company held on 28 January 2010 the Company has had unlimited capacity.

5.2 Articles

The Articles of Association were adopted pursuant to a special resolution passed on 31 January 2013.

The Articles of Association contain provisions to the following effect:

Voting rights of members

(a) In general, all members who are registered holders of shares may participate in general meetings, except to the extent either of the following applies:

(i) no member shall, unless the Board otherwise determines, be entitled to vote at any general meeting or meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, or to be counted as part of a quorum or to exercise any other right conferred by membership in relation to meetings of the Company or of the holders of any class of shares in the Company, unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

(ii) if any registered holder of shares in the Company or any person named as having an interest in such shares fails to comply, within 14 days, with a statutory notice given by the Board requiring particulars of the interest in such shares, the Company may give the registered holder of such shares a restriction notice stating or to the effect that such shares shall, from the service of such restriction notice, confer on such registered holder no right to attend or vote at any general meeting of the Company or at any separate general meeting of the holders of the shares of that class until the restriction notice is cancelled or ceases to have effect.

(b) Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held, on a show of hands every member who is present at a general meeting in person or by duly appointed proxy and entitled to vote shall have one vote and on a poll every member present in person or by proxy and entitled to vote has one vote for every share held by him. Every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to. In the case of joint holders, the person whose name stands first in the register of members and who votes in person or by proxy is entitled to vote to the exclusion of all other joint holders.

(c) A member who is a patient for any purpose of any statute relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs, may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of such Court, and such receiver, committee, curator bonis or other person may also vote by proxy or by corporate representative (if applicable), and may otherwise act and

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be treated as such member for the purposes of any general meeting, provided that such evidence as the Board may require of the authority of the person claiming to vote has been provided in accordance with the Articles.

Dividends

Subject to the Statutes, the Company may declare dividends by ordinary resolution, and interim dividends can be paid by the Board. No dividend may be paid in contravention of the special rights attaching to any share, and no dividend declared in general meeting shall be payable in excess of the amount recommended by the Board. All dividends are apportioned and paid pro rata according to the amounts paid up on the shares during any portion(s) of the period in respect of which the dividend is paid. A dividend may, upon the recommendation of the Board and on being approved by ordinary resolution, be wholly or partly satisfied by the distribution of assets and, in particular, of paid up shares or debentures of any other Company. No dividend shall bear interest against the Company. Any dividend unclaimed after a period of 12 years from the date such dividend became due for payment shall be forfeited and revert to the Company.

The Board may, if authorised by ordinary resolution, implement and maintain a share dividend scheme for the benefit of holders of Ordinary Shares whereby such holders may elect to receive Shares by way of scrip dividend instead of cash. The Board may withhold payment of all or any part of any dividends or other monies payable in respect of any Shares that represent at least 0.25 per cent. of the class of shares concerned (calculated exclusive of treasury shares) where such shares are subject to a restriction notice (see Voting rights of members above in this Section 5.2).

Return of capital

Subject to the rights attached to any shares issued on any special terms and conditions, on a return of assets on a winding up or otherwise, the surplus assets of the Company after discharge of its liabilities shall belong to and be distributed amongst the holders of Ordinary Shares in proportion to the number of such shares held by them respectively after deducting, in respect of any Ordinary Share not fully paid up, the amount remaining unpaid on it (whether or not then payable).

Redeemable shares

Subject to the Statutes, the Company may issue shares on the terms that they are, or are to be liable, to be redeemed at the option of the Company or the member. The Board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted.

Form of holding of shares

The Shares are in registered form and a register of members is maintained by the Company. Shares may be held in either certificated or uncertificated form. The transferor of a Share is deemed to remain the holder until the transferee's name is entered in the register.

Transfer of shares

Subject to any applicable restrictions in the Articles, any member may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other manner (whether or not by written instrument) which the Board may approve, and title to shares may be transferred by means of a relevant system. Any written instrument of transfer of a share shall be signed by or on behalf of the transferor and (In the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of it. The Board may decline to register any transfer of any share which is not a fully paid share.

Nothing in the Articles prevents title to any securities of the Company from being transferred without a written instrument in accordance with regulations made under the Companies Acts or Uncertificated Securities Regulations and/or the Stock Exchange, and the Board has the power to implement any arrangements which they may think fit for such transfer which accord with those regulations.

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Pre-emption rights

Subject to the Companies Act 2006 and in particular to those conferring rights of pre-emption and without prejudice to any special rights conferred on the holders of any shares or class of shares, any shares in the Company may be issued with or have attached to them such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as may be determined by the passing of an ordinary resolution, or as the Board may determine if such resolution has not been passed, or to the extent the resolution does not make specific provision.

Under the Act, if the Company issues shares or certain other securities, current Shareholders will generally have pre-emption rights to those shares or securities on a pro-rata basis. The Shareholders may, by special resolution, grant authority to the Board to allot shares as if the pre-emption rights did not apply. This authority may be either specific or general and may not exceed a period of five years.

Alteration of share capital

(d) The Company may by ordinary resolution convert any fully paid up shares into stock and may reconvert any stock into fully paid up shares of any denomination, at which point any shares of that class which subsequently become fully paid up and rank pari passu in all other respects with such shares shall, by virtue of the Articles and such resolution, be converted into stock transferable in the same units as the shares already converted. The Board may fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of such minimum, not to exceed the nominal amount of each of the shares from which the stock arose, unless otherwise sanctioned by an ordinary resolution. The holders of stock shall have the same rights as regards dividends, voting at general meetings of the Company and other matters as if they held the shares from which the stock arose, but no such right (except as to participation in dividends and in assets on a reduction of capital or a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right.

(e) With Board recommendation, the Company may, by ordinary resolution, resolve to capitalise all or any part of any amount in credit of any reserve or fund (including the profit and loss account) whether or not available for distribution, to be set free for distribution among the members or any class thereof who would be entitled to it by way of scrip dividend. For this purpose, a share premium account and a capital redemption reserve and any reserve or fund representing unrealised profits may be applied only in paying up in full new shares of the Company to be allotted to such members credited as fully paid.

(f) The Board may settle any difficulty arising in respect of any capitalisation, consolidation or subdivision of shares of the Company as it thinks expedient, and in particular it may issue fractional certificates or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the members who would have been entitled to the fractions, or, if permitted, for the retention of such net proceeds for the benefit of the Company.

Variation of rights

The rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu to them.

Lien

The Company has a first and paramount lien on every share (not being a fully paid share) for all amounts payable (whether presently or otherwise) in respect of such share; such lien to extend to all dividends and other moneys payable in respect of it. The Board may, at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be wholly or in part exempt from such lien. The Company may serve on the members, not less than 14 days' notice in writing in respect of any amounts unpaid on their shares, demanding payment for such sum presently payable and giving notice of the intention to sell in default of such payment.

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Forfeiture

(g) If a member or a person entitled to a share by transmission fails to pay any call or instalment of a call on the day appointed for such payment, the Board may at any time thereafter while such call or part thereof remains unpaid, serve a notice on such person requiring such payment together with any interest that may have accrued and any expenses incurred by the Company as a result of non-payment.

(h) The notice will name a date, not less than 14 days from the date of the notice, on or before which, and the place where, the payment is to be made; and that in the event of non-payment on or before the appointed day, the shares concerned will be liable to be forfeited (or surrendered) and may be so forfeited by Board resolution. Any such forfeiture will include all dividends declared and other moneys payable in respect of the forfeited share and not paid before forfeiture, and the Register may then be updated accordingly.

(i) Any person whose shares have been forfeited must surrender to the Company for cancellation the certificate for such shares but shall, notwithstanding the forfeiture, remain liable to pay the Company all moneys which were payable by him on the date of forfeiture in respect of such shares with interest at a rate of 15 per cent. per annum (or such lower rate as the Board may determine) from the date of forfeiture until payment.

(j) Any shares cancelled in accordance with the Statutes shall be deemed to be the property of the Company and may, subject to the provisions of the Statutes, be sold, re-allotted or otherwise disposed of either to the person who was the holder or entitled to such shares prior to the forfeiture, or any other person upon such terms and in such manner as the Board may think fit. At any time before a sale, re-allotment or disposition of such shares, the Board may annul such forfeiture on such terms as the Board may think fit.

General meetings

(k) The Board shall convene and the Company shall hold annual general meetings in accordance with the Statutes. The Companies Act requires annual general meetings to be held on a regular basis in addition to any other general meetings. The Board may call other general meetings whenever it thinks fit. The Board must also convene a meeting upon the valid request of members holding not less than 5 per cent. of the Company's paid up capital carrying voting rights at general meetings. If the Board fails to give notice of such meeting to members when required to do so, the members that requested the general meeting, or any of them representing more than one half of the total voting rights of all members that requested the meeting, may themselves convene a meeting. Any two members of the Company may also call a general meeting to appoint new directors if there are not enough directors in the Company to form a quorum.

(l) Subject to the Statutes, at least 21 clear days' notice shall be given to convene an annual general meeting, and at least 14 clear days' notice shall be given to convene all other general meetings. Every notice calling a general meeting shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted. Where a meeting (other than an annual general meeting) is called on shorter notice, it will have been duly called if agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right.

(m) Subject to the Statutes, notice of every general meeting is to be given to the Auditors for the time being of the Company and any member other than those who are not entitled to receive such notices in accordance with the Articles.

(n) Two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. If a quorum is not present within five minutes of the commencement time of the meeting (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait), the meeting, if convened on the requisition of members, shall be dissolved; or, in any other case, adjourned to such time (not being less than ten clear days later) and place as the chairman of the meeting shall decide and at such adjourned meeting two members present in person or by proxy (whatever the number of shares held by him) and entitled to vote shall be

a quorum. The Company shall give no less than seven days' notice in writing of any meeting adjourned through want of a quorum.

(o) Members may attend and vote in person or by duly appointed proxy. A member may appoint more than one proxy in relation to a general meeting, provided that such proxy is appointed to exercise the rights attached to a different share or shares held by the member. The Articles contain provisions for the appointment of proxies, including time limits for making such appointments ahead of the meeting and provisions for appointment by means of electronic communication.

(p) A simple majority of members entitled to vote and who are present in person or by duly appointed proxy may pass an ordinary resolution. To pass a special resolution, a majority of not less than three fourths of the members entitled to vote and who are present in person or by duly appointed proxy at the meeting is required.

(q) The chairman of the meeting may, at his own discretion, adjourn any meeting if (1) the number of persons wishing to attend cannot be conveniently accommodated in the place or places appointed for the meeting, (2) the unruly conduct of persons attending the meeting prevents or is likely to prevent the ordinary continuation of the business of the meeting, or (3) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

The Board

(r) The business of the Company is managed by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise), except any powers that are required by the Statutes or the Articles to be exercised by the Company at general meeting. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretion for the time being vested in or exercisable by the Board; and the quorum necessary may be fixed by the Board or if not fixed, shall be two.

(s) No resolution made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such resolution had not been made; and the general powers of the Board shall not be limited or restricted by any special authority or power given to the Board by any Article.

(t) The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to a committee or local boards or agencies for managing the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons as members of such local boards, or any managers or agents, and may fix their remuneration, and may also revoke such appointment or remove such persons as it thinks fit.

(u) The Board may, by power of attorney, appoint any company, firm or person or any fluctuating body of persons to be the attorney(s) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Board under the Articles) and for such period and subject to such conditions as it may think fit.

Directors

(v) Appointment and retirement of directors

(i) Number of directors

The directors (excluding alternate directors) shall not, unless and until otherwise determined by ordinary resolution, be fewer than two and not more than fifteen in number. A director need not be a member of the Company.

(ii) Appointment by Board

Any person may be appointed by the Board to be a director, who will hold office only until the next following annual general meeting of the Company following his appointment after which he shall be eligible for re-election, but who will not be taken into account in

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determining the directors or the number of directors who are to retire by rotation at such meeting.

The Board may also appoint:

(aa) one or more of its body to be Executive Director or to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine (subject to the Statutes);

(bb) a President and one or more Vice Presidents of the Company and determine the period of time they may hold office; and

(cc) any person or manager as a divisional director or with such other title as the Board may determine, who will not be (or be deemed to be) a director of the Company within the meaning of the Companies Acts or the Articles. They will not be entitled to attend or be present at or receive notice of any meeting of the Directors or any committee, but the Board may request the attendance of a divisional director at any such meeting, in which case, such director will not count as part of the quorum or be entitled to vote.

No director may vote or be counted in the quorum at a meeting in respect of any resolution concerning his own appointment (including fixing or varying the terms of appointment), or the termination of his own appointment, as the holder of any office or place of profit within the Company or any undertaking in which the Company is interested.

Where proposals for such resolutions relate to two or more directors, those proposals may be divided and a resolution may be put in relation to each director separately where each of the directors concerned (if not otherwise debarred from voting) shall be entitled to vote (and be counted in the quorum) in respect of each resolution, except that concerning him.

(iii) Election by Company

Directors retiring at a general meeting shall be eligible for election by ordinary resolution. Any other person must either be recommended for election by the Board or be proposed for election by a member (not the individual being proposed) entitled to attend and vote at the meeting giving notice in writing to the secretary not less than seven and not more than 28 clear days prior to the day appointed for the meeting. Such notice must be signed by the person being proposed as director to signify his willingness to be elected, and include particulars to be entered into the Register of directors should he be elected.

(iv) Retirement by rotation

At every annual general meeting one-third of the directors, or if their number is not a multiple of three, then the number nearest to and not exceeding one-third shall retire from office. Any director who retires at the annual general meeting shall be eligible for re-election. If he is not re-appointed he shall retain his office until the meeting appoints someone in his place or if it does not do so, until the end of the meeting.

(v) Removal of directors

The Company may, by special resolution, or by ordinary resolution of which special notice has been given in accordance with the Statutes, remove any director before the expiration of his period of office and may by ordinary resolution appoint another person in his place. Any person so appointed shall be subject to retirement at the same time as if he had become a director on the day on which the director he replaced was last elected director.

A director (who is not an Executive Director) may vacate his office if he voluntarily tenders his resignation by notice in writing or tenders his resignation at a meeting of the Board; if any of the statutory provisions in respect of disqualification of directors applies; or if his resignation is requested in writing or by request at a meeting of the Board by at least three quarters in number of the directors. A divisional director may resign as a divisional director, or may be removed by a resolution of the Board, but such termination shall not of itself affect the terms and conditions of his employment (if any) with the Company.

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An Executive Director may have his office revoked or terminated by the Board, and such revocation or termination shall be without prejudice to any claim for damages that such director may have against the Company or the Company against such director for any breach of any contract of service between him and the Company.

(w) Remuneration of directors

The directors shall be entitled to receive fees for their services at a rate which shall not exceed an aggregate sum of £450,000 per annum (excluding any sums payable under directors service contracts and options held by directors), or such higher amount as the Company, by ordinary resolution, may determine from time to time.

The Company may pay the directors' expenses properly incurred by them in connection with the business of the Company, including reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Board or committees of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.

Any director who, by request, goes or resides abroad for any purpose of the Company, or who performs services, which in the opinion of the Board, go beyond the ordinary duties of a director, may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to any remuneration provided for or pursuant to any of the Articles.

An Executive Director shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a director. Any appointment of a President or Vice President(s) may be honorary or the appointee, if not a director, may be paid such remuneration (not to exceed the ordinary remuneration of a director) as the Board shall think fit. Any remuneration of a divisional director shall be determined by the Board as it thinks fit, and any appointment of a person as a divisional director shall not affect the terms and conditions of his employment (if any) by the Company with regard to duties, remuneration, pension or otherwise unless otherwise agreed between the parties.

(x) Directors' interests

Subject to the Statutes and the Listing Rules, provided the director has disclosed to the Board the nature and extent of any direct or indirect interest of his, a director notwithstanding his office:

(i) may hold any other office or place of profit with the Company (except that of auditor) in conjunction with the office of director for such period (subject to the Statutes) and upon such terms as the Board may decide and may be paid such extra remuneration for so doing (whether by way of salary, commission, participation in profits or otherwise) as the Board may decide; and may act by himself or through his firm in a professional capacity for the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;

(ii) may be a party to, or otherwise interested in, any transaction or arrangement with the Company (or any of its subsidiary undertakings) or in which the Company (or any of its subsidiary undertakings) is otherwise interested either with regard to his tenure of any office or position in the management, administration or conduct of its business or as vendor, purchaser or otherwise;

(iii) shall not, by reason of his office (or of the fiduciary relationship established by his holding that office), be liable to account to the Company for any remuneration, profit or other benefit received as a result of any interest permitted in the Articles or conferred under any of the Articles, and no transaction or arrangement shall be liable to be avoided by reason of any director having any interest permitted by the Articles.

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(y) Restrictions on directors voting

A director is not permitted to vote or be counted in the quorum on any resolution of the Board or of a committee of the Board concerning any matter in which he has and interest which (together with any interest of any person connected within him) may reasonably be regarded as likely to give rise to a conflict of interest and, if he purports to do so, his vote shall not be counted. This prohibition does not apply to any of the following matters:

(i) Any transaction, arrangement or proposal in which he is interested by virtue of an interest in shares, debentures or other securities of the Company or otherwise in or through the Company;

(ii) the giving to him of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings; or of a debt or obligation of the Company or any of its subsidiary undertakings for which the director himself has assumed responsibility in whole or in part (whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;

(iii) any arrangement, transaction or proposal concerning the issue or offer of shares, debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase, in respect of which the director is or may be entitled to participate in his capacity as a holder of any such securities or as an underwriter or sub-underwriter;

(iv) any transaction, arrangement or proposal concerning any other company in which he is interested, directly or indirectly, and whether as an officer or shareholder or otherwise, provided that he, together with any connected persons do not hold an interest representing one per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company;

(v) any transaction or arrangement for the benefit of employees of the Company or any of its subsidiary undertakings under which he benefits in a similar manner as the employees;

(vi) the purchase or maintenance of insurance either for or for the benefit of any director or persons who include directors; or

(vii) the giving of any indemnity against liability incurred by the director in connection with his duties, powers or office in relation to the Company or any of its subsidiary undertakings, where all other directors are also offered indemnities on substantially the same terms; and

(viii) any transaction, arrangement or proposal relating to the funding of expenditure incurred by him in defending proceedings in connection with his duties, powers or office in relation to the Company of any of its subsidiary undertakings (or enabling him to avoid incurring such expenditure), where all other directors are also offered a transaction, arrangement or proposal on substantially the same terms.

(z) Conflicts of interest requiring Board authorisation

The Board may authorise any matter that would otherwise involve a director breaching his duty under the Companies Act to avoid conflicts of interest, and in particular, subject to any required authorisation by the Board, a director may be or become a member or director of, or hold any other office or place of profit under, or otherwise be interested in, any other company in which the Company is interested. Any director may propose that a matter subject of such a conflict be authorised and such proposal shall be resolved upon by the Board in the same manner as any other matter, except that no authorisation shall be effective unless the director who is the subject of the conflict (or any other director with a similar interest) did not count towards the quorum or vote on the resolution authorising the conflict.

Any such authority may provide that:

(i) the Board may terminate or vary the authority at any time;

(ii) such a director must act in accordance with any terms, conditions and limitations as the Board specifies in relation to the conflict;

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(iii) such director may exclude himself from participation in discussion (whether at Board meetings or otherwise), or receipt of documents or information relating to the matter and/or to arrange for documents or information relating to the matter to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for him to have access to such documents or information;

(iv) where such a director obtains information that is confidential to a third party, the director will not be obliged to disclose that information to the Company, or to use the information in relation to the Company's affairs, where to do so would amount to a breach of that confidence or breach of duty to the third party;

The Board may specify that such a director shall not be accountable to the Company for any benefit that he receives as a result of the conflict. No director shall be liable to account to the Company for any benefit derived from a conflict matter that has been authorised by the Board, and no transaction or arrangement will be liable to be avoided by reason of any interest of a director to the extent that it has been so authorised.

(aa) Borrowing powers

The Board may borrow or raise such sums of money as it thinks necessary for the purposes of the Company which shall be deemed to include:

(i) the principal amount of any debentures (whether or not issued for cash together with any fixed or minimum premium payable on final repayment);

(ii) the outstanding amount of acceptances (not being acceptances of trade bills in respect of the purchase or sale of goods in the ordinary course of trading) by any member of the Group or by any bank or accepting house under any acceptance credit opened on behalf and in favour of any member of the Group; and

(iii) the nominal amount of any issued share capital and the principal amount of any borrowings the beneficial interest upon which or the right to repayment of which is not for the time being vested in a member of the Group (together in each case with any fixed or minimum premium payable on final redemption or repayment) the redemption of repayment upon which is guaranteed by any member of the Group.

The Board shall restrict the borrowings of the Company and shall exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so far as to ensure (as regards subsidiary undertakings so far as they can so ensure) that the aggregate amount for the time being remaining undischarged of all moneys borrowed by the Group (exclusive of moneys owing by one member of the Group to another) shall not at any time, without the previous sanction of an ordinary resolution, exceed the higher of £50 million or an amount equal to 3 times the adjusted total of capital and reserves in accordance with the Articles.

(bb) Indemnity of officers

Subject to the provisions of, and so far as may be consistent with the Statutes, every director, Executive Director, manager and officer of the Company shall be entitled to be indemnified out of the funds of the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties, and/or exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including any liability incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company.

(cc) Power to insure

The Board may purchase and maintain insurance at the expense of the Company for the benefit of any officer of the Company or any person (whether an officer or not) employed by the Company as auditor against any liability against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company.

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(dd) Untraceable shareholders

The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if and provided that:

(i) for a period of 12 years in the course of which at least three dividends have become payable in respect of the share in question, no cheque or warrant sent by the Company to the address on the Register or the other last known address given by the member or person entitled by transmission has been cashed and no communication has been received by the Company from the member or the person entitled by transmission; and

(ii) after the expiry of that period, the Company has given notice of its intention to sell such shares by advertisement in both a leading national newspaper and in a newspaper circulating in the area where the address for the member on the Register or the last known address given by the member or person entitled by transmission; and

(iii) during that period or three months following the publication of the advertisements and prior to the exercise of the power of sale, the Company has not heard from the member or the person entitled to the shares by transmission; and

(iv) the Company has first given notice in writing to the Quotations Department of the Stock Exchange of its intention to sell such share.

The Company shall account to the member or other person who would have been entitled to the shares for the net proceeds of such sale and shall be deemed to be his debtor and not a trustee for him in respect of such amounts. Any such money not accounted for to the member or other person entitled to such share shall be carried to a separate account and shall be a permanent debt of the Company, and may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Board thinks fit.

Mandatory takeover bids, squeeze-out and sell-out rules

Except as provided by the Companies Act and the City Code, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the Shares.

SIGNIFICANT SUBSIDIARIES

6.1 Subsidiaries of the Company

The Company acts as the holding company of the Group. The following table shows, as of 6 June 2018, the significant subsidiaries of the Group and the associated undertakings of the Group which the Company considers are likely to have a significant effect on the assessment of the Group's assets and liabilities, financial position or profit and losses:

Principal Subsidiary Name	Country of incorporation	Percentage ownership interests and voting power (per cent)
Africa Oil Week Ltd	United Kingdom	100
Airgate Holdings Limited	Cyprus	100
Beautex Co LLC	Ukraine	100
Breakbulk Events and Media (China) Ltd	China	100
Breakbulk Ireland Ltd	Ireland	100
Breakbulk UK Holdco Ltd	United Kingdom	100
Breakbulk US Holdco Inc.	USA	100
Breakbulk US Opco Inc.	USA	100
Cementone Properties Limited	United Kingdom	100
E Ululararasi Fuar Tantitim Hizmetleri A.S	Turkey	100
Fin-mark S.r.l.u	Italy	100
Intermedia Exhibitions and Conferences Ltd	United Kingdom	100
International Trade and Exhibitions (ITE) Worldwide BV	The Netherlands	100

Principal Subsidiary Name	Country of incorporation	Percentage ownership interests and voting power (per cent)
IEG International Limited	United Kingdom	100
International Trade and Exhibitions (JV) Limited	United Kingdom	100
International Trade and Exhibitions India Private Ltd	India	100
International Trade and Exhibitions Limited	United Kingdom	100
International Trade and Exhibitions Overseas Ltd	United Kingdom	100
ITE (Europe) Exhibitions Ltd	United Kingdom	100
ITE (US) Exhibitions Ltd	United Kingdom	100
ITE Asia Exhibitions Ltd	Hong Kong	100
ITE Asia Pacific SDN BHD	Malaysia	100
ITE Asia Pte Ltd	Singapore	100
ITE Enterprises Limited	United Kingdom	100
ITE Eurasian Exhibitions FZ LLC	United Arab Emirates	100
ITE Eurasian Exhibitions Ltd	United Kingdom	100
ITE Events South Africa (Pty) Ltd	South Africa	100
ITE Exhibitions & Conferences Limited	United Kingdom	100
ITE Exhibitions BV	The Netherlands	100
ITE Expo LLC	Russia	100
ITE Expo UK Ltd	United Kingdom	100
ITE Footwear Ltd	United Kingdom	100
ITE Global LLC	Russia	100
ITE Holdings Ltd	United Kingdom	100
ITE International Exhibitions and Conferences Service (Beijing) Co Ltd	China	100
ITE International Holdings BV	The Netherlands	100
ITE International Trade and Exhibition EURL	Algeria	100
ITE Moda Footwear Ltd	United Kingdom	100
ITE Moda Limited	United Kingdom	100
ITE Overseas Holdings BV	The Netherlands	100
ITE Russia LLC UK Ltd	United Kingdom	100
ITE Russia Ltd	United Kingdom	100
ITE Uzbekistan	Uzbekistan	100
ITECA ALA-TOO LLC	Kyrgyzstan	100
Iteca Caspian LLC	Azerbaijan	100
ITECA LLP	Kazakhstan	100
Jacket Required Limited	United Kingdom	100
MWB Magazines Ltd	United Kingdom	100
Platform Exhibitions Inc.	Turkey	100
Premier Expo	Ukraine	100
Premier ITE	Malaysia	100
RAS Holdings Ltd	United Kingdom	100
RAS Publishing Limited	United Kingdom	100
Summit Trade Events Ltd	United Kingdom	100
Too Kazexpomontag LLP	Kazakhstan	100

Principal Subsidiary Name	Country of incorporation	Percentage ownership interests and voting power (per cent.)
WWB Magazines Ltd	United Kingdom	100
Yem Fuarcilik A.S.	Turkey	100
Scoop International Fashion Limited	United Kingdom	95
ITE Ebseek Exhibitions Co Ltd	Hong Kong	70
ITE Gehua International Exhibition (Hong Kong) Company Ltd	Hong Kong	70
Shanghai ITE Ebseek Exhibitions Co Ltd	China	70
Shanghai ITE Gehua Exhibitions & Co Ltd	China	70
Asian Business Exhibition & Conferences Ltd	India	60
PT ITE Exhibitions Indonesia Ltd	Indonesia	51
The Hub (Hong Kong) Limited	Hong Kong	50.10
Azerexpomontage	Azerbaijan	46

6.2 Subsidiaries of the Target

The following is a list of the Target's principal subsidiary undertakings, which are considered to be likely to have a significant effect on the assessment of the assets and liabilities, financial position and profits and losses of the Enlarged Group:

Principal Subsidiary Name	Country of incorporation	Percentage ownership interests and voting power (per cent.)
Ascential Events Shanghai Co Ltd	China	100%
Ascential Fuarcilik Organizasyon ve Tanitim Hizmetleri Anonim Sti.	Turkey	100%
Ascential Eventos Ltda	Brazil	99%

7. WORKING CAPITAL

The Company is of the opinion that, after taking into account available bank facilities and the net proceeds of the Rights Issue, the working capital available to the Group and the Enlarged Group, is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

8. NO SIGNIFICANT CHANGE

8.1 The ITE Group

There has been no significant change in the trading or financial position of the ITE Group since 31 March 2018, the date to which the half year results were prepared.

8.2 The Ascential Exhibitions Business

There has been no significant change in the trading or financial position of the Ascential Exhibitions Business since 31 December 2017, the date to which the annual results were prepared.

9. CONSENT

9.1 PricewaterhouseCoopers LLP is a member firm of the Institute of Chartered Accountants in England and Wales and has given and has not withdrawn its consent to the inclusion in this document of its report which is set out at Part B of Part XVII (Unaudited Pro Forma Financial Information) in the form and context in which it appears and has authorised the contents of that report for the purposes of Prospectus Rule 5.5.3R(2)(f). A written consent under the Prospectus Rules is different from a

consent filed with the SEC under Section 7 of the US Securities Act. PricewaterhouseCoopers LLP has not filed and will not be required to file a consent under Section 7 of the US Securities Act.

9.2 KPMG LLP (a member of the Institute of Chartered Accountants in England and Wales) has given and has not withdrawn its written consent to the inclusion in this document of its report which is set out in Part B (Historical Financial Information Relating to the Ascential Exhibitions Business) of Part XVI of this document in the form and context in which they appear and has authorised that report for the purposes of item 5.5.3R(2)(f) of the Prospectus Rules. A written consent under the Prospectus Rules referred to in the paragraphs above is different from a consent filed with the SEC under Section 7 of the US Securities Act. As the Offer Shares have not been and will not be registered under the US Securities Act, neither PricewaterhouseCoopers LLP nor KPMG LLP has filed a consent under Section 7 of the US Securities Act.

10. LITIGATION

10.1 The Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had in the recent past (covering the 12 months preceding the date of this document) a significant effect on the financial position or profitability of the Group.

10.2 The Ascential Exhibitions Business

11. MATERIAL CONTRACTS

11.1 Material contracts of the Group

The following are summaries of all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Company or any member of the Group (i) within the two years immediately preceding the date of this document which are, or may be, material to the Group, or (ii) at any time and contain obligations or entitlements which are, or may be, material to the Group at the date of this document.

11.1.1 Underwriting Agreement

On 6 June 2018, the Company and the Banks entered into an underwriting and sponsor's agreement (the "Underwriting Agreement").

On, and subject to, the terms and conditions of the Underwriting Agreement, the Banks have agreed to fully underwrite the Rights Issue. The Banks (as agents for and on behalf of the Company) have agreed to severally (and not jointly or jointly and severally) use reasonable endeavours to procure, by no later than 5.00 p.m. on the second Dealing Day after the last date for acceptance under the Rights Issue, subscribers for all (or as many as possible) of those New Ordinary Shares which have not been taken up under the Rights Issue, for an amount which is not less than the total of the Issue Price multiplied by the number of such New Ordinary Shares for which subscribers are so procured plus the expenses of procurement (including any applicable brokerage and commissions and value added tax). If and to the extent that the Banks are unable to procure, on behalf of the Company, subscribers on the basis outlined above, the Banks have agreed to subscribe, on a several basis (in their due proportions), for any remaining New Ordinary Shares to the extent that sub-underwriters are not procured in respect of such New Ordinary Shares.

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In connection with the Rights Issue, the Company has agreed to pay the Banks an underwriting commission equal to 2.25 per cent. of the gross proceeds of the Rights Issue. Out of such commission payable to the Banks, the Banks shall pay or procure the payment of sub-underwriting commissions payable to such persons (if any) as the Banks may procure to subscribe for New Ordinary Shares.

The Company has given certain customary representations, warranties and undertakings to the Banks, and customary indemnities to the Banks and to certain persons connected with them, in relation to the Rights Issue and the Acquisition. The obligations of the Banks under the Underwriting Agreement are subject to certain conditions, including, among others:

If any of the conditions in the Underwriting Agreement is not satisfied (or waived by the Banks), or becomes incapable of being satisfied, by the required time and date (or by such later time and/or date as the Banks and the Company may agree) then, save for certain exceptions, the obligations of the parties under the Underwriting Agreement shall cease and terminate. In addition, the Banks are entitled to terminate the Underwriting Agreement in certain circumstances, including for material adverse change and force majeure, but only prior to Admission.

The Company has also agreed that, between the date of the Underwriting Agreement and the date which falls 180 days after the settlement date of the Rights Issue it will not, without the prior written consent of the Banks:

(a) undertake any consolidation or subdivision of its share capital or any capitalisation issue; or
(b) directly or indirectly, issue, allot, offer, pledge, sell, lien, charge, transfer, contract to sell, lend, sell any option or contract to purchase, purchase any option or contract to sell, grant any right in respect of or security over or any option, right or warrant to purchase, deposit into any depository receipt facility or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or file any registration statement under the US Securities Act with respect to any of the foregoing (or publicly announce the same); or
(c) enter into any swap or other agreement, arrangement or transaction that transfers or confers in whole or in part, directly or indirectly, any of the economic consequences of the ownership of its Ordinary Shares; or
(d) carry out any capital increases (including but not limited to any issues of Ordinary Shares) or issue any convertible bonds, exchangeable bonds or other securities which are convertible, exchangeable, exercisable into, or otherwise give the right to subscribe for or acquire its Ordinary Shares, whether directly or indirectly,

(whether any such swap, agreement, arrangement or transaction described in (b) and (c) above is to be settled by delivery of Ordinary Shares, cash or otherwise), provided that the restrictions above shall not apply in relation to (i) the issuance of the New Ordinary Shares to be issued in the context of the Rights Issue, and (ii) the grant or award in the ordinary course of options or Ordinary Shares under, and allotments and issuances of Ordinary Shares of the Company pursuant to, the Company's executive or employee share schemes or incentive plans existing on the date hereof.

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11.1.2 Sale and Purchase Agreement

A description of the principal terms of the Sale and Purchase Agreement is set out in Part X (Summary of the Principal Terms and Conditions of the Acquisition).

11.1.3 Facilities Agreement

The Company is party to a £100,000,000 term and multicurrency revolving credit facilities agreement (the "Facilities Agreement") dated 22 November 2017. The parties are: (1) the Company and International Trade and Exhibitions (JV) Limited as original borrowers; (2) the Company and certain of its subsidiaries as original guarantors; (3) Barclays Bank plc as agent and security agent; (4) Barclays Bank plc, HSBC Bank plc, Commerzbank AG, London Branch and Citibank N.A., London Branch as mandated lead arrangers and original lenders; and (5) Barclays Bank plc, HSBC Bank plc, Commerzbank AG, Frankfurt and Citibank Europe plc as original hedge counterparties.

The Company amended and restated the Facilities Agreement on 1 June 2018 in connection with the Acquisition.

The key terms of the Facilities Agreement, are set out below:

(a) Facilities

The facilities consist of:

(i) a £75,000,000 term loan facility;
(ii) a £95,000,000 multicurrency revolving credit facility;
(iii) and (iv) in aggregate, £170,000,000 of commitments; and
(iv) an uncommitted accordion revolving facility of up to £30,000,000.

An ancillary lender may make all or part of its revolving facility commitment available to any borrower by way of an ancillary facility.

Under the accordion facility mechanic, the Company may request that the lenders provide an increase in the total revolving facility commitments available provided that the amount by which it wishes to increase the total revolving facility commitments, when aggregated with any previous increase(s) pursuant to a similar accordion increase request, does not exceed £20,000,000 or (after increase) £30,000,000.

(b) Purpose

The term facility was used towards (1) the refinancing of amounts under the then existing facility agreement originally dated 2 July 2014 as amended by an amendment agreement dated 19 June 2015 and as further amended and/or restated from time to time; (2) the financing or refinancing of any permitted acquisitions (including their indebtedness) and fees and other costs and expenses related to such acquisitions or their refinancing; (3) the financing or refinancing of any permitted joint venture; (4) the financing or refinancing of any transformation costs (other than accounting losses on a disposal). The additional commitments will be permitted to be applied towards the items in Clause (2) in relation to the Rights Issue.

The revolving credit facility is permitted to be used towards the general corporate and working capital purposes of the Group, including towards any permitted acquisition or transformation purposes and capital expenditure (but not towards repayment/prepayment of any term facility loan or, if any ancillary facility has been utilised, towards prepayment of any revolving facility utilisation). The first utilisation of additional commitments under the revolving credit facility is permitted to be applied towards financing or refinancing the Rights Issue and certain other acquisitions, and payment of related fees and other costs and expenses.

The term facility's existing amortisation profile (repayment instalments of £10,000,000 on each of 1 December 2018, 1 December 2019 and 1 December 2020, with all outstanding amounts to be repaid on 22 November 2021) will be adjusted to repayment instalments of £10,000,000, £17,500,000 and £17,500,000 respectively (with the dates for repayment of those instalments and the final balance of amounts outstanding unchanged).

Loans under the revolving credit facility are repayable on the last day of the interest period selected for the loan in the utilisation request. The termination date for the revolving credit facility is the same as that for the term facility, being 22 November 2021.

Any ancillary facility utilised will cease to be available on 22 November 2021 or such earlier date on which its expiry date occurs or on which it is cancelled.

The facilities are subject to change of control prepayment provisions, whereby if any person or persons acting in concert gain control of the Company, the Company must notify the agent and the parties must enter into good faith negotiations to continue the facilities. A lender may, on or after the date falling 30 days after the change of control but before the date falling 30 days after the Company's notification, by not less than 5 days' notice to the Company cancel its commitments and require prepayment of all amounts outstanding to that lender.

(d) Interest and fees

Advances under the facilities bear interest at a rate equal to the relevant rate of LIBOR (or in relation to any loan in Euro, EURIBOR) plus the applicable margin. The margin is 2.25 per cent. per annum, subject to a margin ratchet varying the rate between 2.00 per cent. and 2.75 per cent. per annum, depending on where the leverage ratio (in respect of the most recently completed period of 12 months ending on the last day of each financial quarter of each of the Company's financial years) falls within the range set out in the Facilities Agreement.

Certain fees and expenses apply, including commitment fees, arrangement fees, agency and security agent fees, and ancillary facility fees.

(e) Guarantees and Security

Each guarantor guarantees and indemnifies to each finance party the performance by each borrower of its obligations under the Facilities Agreement. The guarantee is in addition to any other guarantee or security now or subsequently held by any finance party. The guarantee is also subject to certain customary limitations and exclusions applicable to guarantors in certain jurisdictions (the Netherlands, the United Arab Emirates and the United States), such as if and to the extent a guarantee would constitute unlawful financial assistance, contravene rules against fraudulent transfer or conveyance, or constitute a guarantee of an excluded swap obligation.

The transaction security has or will have first ranking priority and is not subject to any prior ranking or pari passu ranking security, except for other existing transaction security or as otherwise permitted under the Facilities Agreement.

The transaction security currently comprises: (1) a composite debenture entered into by each English obligor and the security agent (governed by English law); (2) a first ranking share pledge over shares in the capital of each Dutch obligor (governed by Dutch law); (3) a first ranking share pledge over the shares in the capital of each obligor incorporated in Dubai (governed by the laws of Dubai); (4) a first ranking share pledge over the shares in the capital of each US obligor (governed by the laws of the State of New York); and (5) a first ranking pledge over participatory interests in the

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capital of each Russian obligor (governed by Russian law). Supplemental security in equivalent form will be granted in relation to the proposed increase in commitments.

(f) Financial Covenants

The Facilities Agreement requires the Company to comply with the following financial covenants:

(i) Debt Service Cover Ratio: The ratio of cashflow to the aggregate of: (1) consolidated net finance charges; (2) all scheduled repayments of borrowings falling due subject to certain exceptions; and (3) the amount of the capital element of any payments in respect of that relevant period payable under any finance lease entered into by any member of the Group, in each case for any relevant period shall not be less than 1.1:1 at any time.

(ii) Leverage Ratio: The ratio of consolidated total net debt on the last day of a relevant period to adjusted EBITDA for that relevant period shall not exceed 2.50:1 at any time.

(iii) Interest Cover Ratio: The ratio of consolidated EBIT to consolidated net finance charges, in each case for any relevant period, shall not be less than 4:1 at any time.

The Facilities Agreement also contains certain other customary general undertakings including (but not limited to) compliance with laws, maintenance of requisite authorisations, limitations on disposal of assets, and imposition of customary restrictions on, amongst other things, mergers, acquisitions, loans out, incurrence of financial indebtedness, grant of security, change of business and use of proceeds of any utilisation in connection with any individual or entity subject to sanctions.

(g) Events of Default

The Facilities Agreement contains customary events of default including non-payment of amounts due under the finance documents, breach of representations and warranties, financial covenant default, cross-default, certain events of insolvency and material adverse change.

11.1.4 Standby Underwriting Letter

On 15 May 2018, the Company entered into a standby underwriting letter (the "Standby Underwriting Letter") with Investec, pursuant to which Investec agreed to underwrite the proposed rights issue by the Company to raise aggregate gross proceeds of up to £315 million, on the terms of an underwriting agreement to be agreed between the Company and the Banks. The Standby Underwriting Letter will automatically terminate in accordance with its terms upon the execution of the Underwriting Agreement described in Section 11.1.1 above.

11.2 Material contracts of Ascential Exhibitions Business

No contracts have been entered into (other than contracts entered into in the ordinary course of business) by the Ascential Exhibitions Business either: (i) within the period of two years immediately preceding the date of this document which are or may be material to the Ascential Exhibitions Business; or (ii) which contain any provisions under which the Ascential Exhibitions Business has any obligation or entitlement which is, or may be, material to the Ascential Exhibitions Business as at the date of this document.

PROPERTY, PLANT AND EQUIPMENT

The Group's property, plant and equipment at 31 March 2018 had an unaudited net book value of £3.4 million and consisted of a portfolio of fixtures and fittings, plant and machinery, and land and buildings. The Company does not regard any of its existing or planned tangible fixed assets, including leased properties, to be material.

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13. GENERAL

(a) Investec is regulated in the UK by the PRA and Numis by the FCA.

(b) The registrar of the Company in the UK is Equiniti Limited.

(c) The total costs, charges and expenses payable by the Company in connection with the Rights Issue and Acquisition are estimated to amount to approximately £15 million (excluding VAT), which includes estimated total underwriting commission of approximately £7.5 million. These costs, charges and expenses will be paid by the Company from the proceeds of the Rights Issue.

(d) Waterstone Company Secretaries Ltd is the secretary of the Company. Waterstone Company Secretaries Ltd is a company registered in the United Kingdom under registration number 10378369.

(e) Each of the Banks and their respective affiliates have engaged in transactions with and performed various investment banking, financial advisory and other services for the Company and its affiliates, for which, in certain cases, they received customary fees and commissions. Each of the Banks and their respective affiliates may provide such services for the Company and its affiliates in the future.

14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on each Business Day up to and including 11 July 2018 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom:

(a) this document;

(b) the Sale and Purchase Agreement;

(d) the 2015 Annual Report and Accounts;

(e) the 2016 Annual Report and Accounts;

(f) the 2017 Annual Report and Accounts;

(g) the 2018 Interim Financial Information;

(h) the report from PricewaterhouseCoopers LLP on the unaudited pro forma financial information set out in Part XVII (Unaudited Pro Forma Financial Information) of this document;

(i) the opinion from KPMG LLP on the Historical Financial Information set out in Part XVI (Historical Financial Information relating to the Ascential Exhibitions Business) of this document;

(j) the service agreements and terms of employment referred to in Section 19 of Part XIII (Directors and Employees); and

(k) the consent letters referred to in Section 9 of this Part XIX (Additional Information).

15. SOURCES OF INFORMATION

The sources and bases of statements relating to the market position of the Company are set out in this document where the statement is made. Certain information has been obtained from external publications and is sourced in this document where the information is included. Where information has been sourced from a third party, the Company confirms that this information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise stated, such information has not been audited.

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16. ANNOUNCEMENT ON RESULTS OF THE RIGHTS ISSUE

The Company will make an appropriate announcement(s) to a Regulatory Information Service giving details of the results of the Rights Issue and details of the sale of New Ordinary Shares not taken up by Qualifying Shareholders on or about 11 July 2018.

PART XX

DOCUMENTS INCORPORATED BY REFERENCE

The following information, available for inspection in accordance with Section 14 of Part XIX (Additional Information) of this document and also otherwise available on the Company's website at http://www.ite-exhibitions.com, is incorporated by reference into this document so as to provide the information required under the Prospectus Rules, and to ensure that Shareholders and others are aware of all information, which according to the particular nature of the Company and the New Ordinary Shares, is necessary to enable Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company and of the rights attaching to the New Ordinary Shares.

Document	Section	Page numbers in such document
2015 Annual Report and Accounts	Independent Auditor's report	70-75
Consolidated income statement	76
Consolidated statement of comprehensive income	77
Consolidated statement of changes in equity	78-79
Consolidated statement of financial position	80
Consolidated cash flow statement	81
Note to the consolidated accounts	83-119
2016 Annual Report and Accounts	Independent Auditor's report	68-73
Consolidated income statement	74
Consolidated statement of comprehensive income	75
Consolidated statement of changes in equity	76-77
Consolidated statement of financial position	78
Consolidated cash flow statement	79
Note to the consolidated accounts	81-112
2017 Annual Report and Accounts	Independent Auditor's report	74-81
Consolidated income statement	82
Consolidated statement of comprehensive income	83
Consolidated statement of changes in equity	84-85
Consolidated statement of financial position	86
Consolidated Cash flow statement	87
Note to the consolidated accounts	89-121
2018 Interim Report	Condensed Consolidated Income Statement	11
Condensed Consolidated Statement of Comprehensive Income	12
Condensed Consolidated Statement of Changes in Equity	13-15
Condensed Consolidated Statement of Financial Position	16-17
Condensed Consolidated Cash Flow Statement	18-19
Notes to the Interim Financial Statements	20-34
Independent Review Report	35
Articles	Entire Document

Information that is itself incorporated by reference in the above documents is not incorporated by reference into this document. It should be noted that, except as set forth above, no other portion of the above documents are incorporated by reference into this document and those portions which are not specifically incorporated by reference in this document are either not relevant for prospective investors or the relevant information is included elsewhere in this document.

Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this document to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

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PART XXI

DEFINITIONS AND INTERPRETATION

The definitions set out below apply throughout this document, unless the context requires otherwise:

“2015 Annual Report and Accounts”
the Company’s annual report and accounts for the year ended 30 September 2015, together with the audit report thereon

“2015 Financial Information”
the audited consolidated financial statements of the Company and its subsidiaries as at and for the year ended 30 September 2015 which have been extracted without material adjustment from the 2015 Annual Report and Accounts

“2016 Annual Report and Accounts”
the Company’s annual report and accounts for the year ended 30 September 2016, together with the audit report thereon

“2016 Financial Information”
the audited consolidated financial statements of the Company and its subsidiaries as at and for the year ended 30 September 2016 which have been extracted without material adjustment from the 2016 Annual Report and Accounts

“2017 Annual Report and Accounts”
the Company’s annual report and accounts for the year ended 30 September 2017, together with the audit report thereon

“2017 Financial Information”
the audited consolidated financial statements of the Company and its subsidiaries as at and for the year ended 30 September 2017 which have been extracted without material adjustment from the 2017 Annual Report and Accounts

“2018 Interim Financial Information”
the interim unaudited condensed consolidated financial statements of the Company and its subsidiaries as at and for the six months ended 31 March 2018, published on 15 May 2018

“ABEC”
Asian Businesses Exhibitions & Conference Ltd

“Acquisition”
the proposed acquisition of the entire issued share capital of the Target by ITE Enterprises Limited (a wholly-owned subsidiary of the Company)

“Adjusted EBITDA”
has the meaning given to it in the Section headed “Presentation of non-IFRS measures” in Part IV (Important Information)

“Admission”
the admission of the New Ordinary Shares, nil paid, to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of the New Ordinary Shares, nil paid, to trading on the London Stock Exchange’s main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards

“Admission and Disclosure Standards”
the “Admission and Disclosure Standards” of the London Stock Exchange containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange’s main market for listed securities

“Articles”
the articles of association of the Company, details of which are set out in Section 5 of Part XIX (Additional Information)

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"Ascential"
Ascential plc, a company incorporated in England and Wales with registered number 09934451, whose registered office is at The Prow, 1 Wilder Wall, London, United Kingdom W1B 5AP

"Ascential Exhibitions Business"
the business of the Target and its subsidiaries, Ascential Events Shanghai Company Limited, Ascential Eventos Limitada and Ascential Fuarcilik Organizasyon ve Tanitim Hizmetleri Anonim Sti, comprising the following exhibitions: Spring and Autumn Fair, Bett (including the Education Show), CWIEME, Pure, Glee and BVE

"Audit Committee"
the audit committee established by the Board

"Award"
a right to subscribe for or purchase Ordinary Shares (for nil/nominal consideration) granted (or to be granted) pursuant to the PSP or the KCP

"Banks"
Investec and Numis

"Board"
the board of directors of the Company

"Brands"
a portfolio of international events brands within the Ascential Exhibitions Business

"Breakbulk"
Breakbulk Holdco UK Ltd

"Business Day"
any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday in England and Wales

"CAGR"
compound annual growth rate

"cash conversion"
has the meaning given to it in the section headed "Presentation of non-IFRS financial measures" in Part IV (Important Information)

"CCSS"
the CREST Courier and Sorting Service established by Euroclear to facilitate, amongst other things, the deposit and withdrawal of securities

"certificated" or "in certificated form"
where a share or other security is not in uncertificated form (that is, not in CREST)

"City Code"
the UK City Code on Takeovers and Mergers

"Companies Act"
the Companies Act 2006, as amended from time to time

"Completion"
completion of the Acquisition

"Core events"
are those that the Directors believe are of strategic importance to the Group's future, including the Group's largest events and those with the greatest potential for growth

"CREST"
the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear

"CREST Manual"
the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, CREST CCSS Operations Manual and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since)

“CREST Member”	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)
“CREST participant”	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)
“CREST Proxy Instruction”	the message used for a proxy appointment made by means of CREST
“CREST Regulations”	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
“CREST Shareholders”	Shareholders holding Ordinary Shares in CREST in uncertificated form
“CREST Sponsor”	a CREST participant admitted to CREST as a CREST Sponsor
“CREST Sponsored Member”	a CREST Member admitted to CREST as a sponsored member
“CWIEME”	Coil Winding, Insulation and Electrical Manufacturing Exhibitions
“Daily Official List”	the daily official list of the London Stock Exchange
“Dealing Day”	means a day in which dealings in domestic equity market securities may take place on the London Stock Exchange
“Dealing Restrictions”	any applicable restriction or restrictions on dealings or transactions in securities imposed by:(a) any statute, rules, orders, regulations, legal or regulatory code, provision, requirement or guidance and/or;(b) the Company’s code for dealing in Ordinary Shares or any other dealing policy as established or varied by the Company in addition or replacement to (a) above
“Deferred Bonus Award”	means the right to acquire Shares pursuant to the DSBP
“Directors”	the directors of the Company at the date of this document, details of whom are set out in Section 17 of Part XIII (Directors and Employees), and “Director” means any one of them
“Disclosure Guidance and Transparency Rules”or “DTRs”	the disclosure guidance and transparency rules made by the UK Listing Authority under Part VI of FSMA, as amended
“Discretionary Scheme”	the ITE 2009 Discretionary Share Option Scheme (as amended)
“DSBP”	means the ITE Deferred Share Bonus Plan 2017
“Enlarged Group”	the ITE Group as enlarged by the Rights Issue proceeds and the Acquisition (following completion of the Rights Issue and Completion, as applicable)
“Enlarged Share Capital”	the issued ordinary share capital of the Company following the issue of the New Ordinary Shares pursuant to the Rights Issue
“EPS”	earnings per share
“ESOT”	The ITE Employees’ Share Trust
“EU” or “European Union”	the European Union

“Euro” or “€”	the single currency of the member states of the European Union that adopt or have adopted the euro as their lawful currency under the Treaty on the Functioning of the European Union
“Euroclear”	Euroclear UK & Ireland Limited, the operator of CREST
“European Economic Area”or “EEA”	the member states of the EU, Iceland, Norway and Liechtenstein
“Excluded Territories”	the United States, Australia, Canada, Japan and South Africa and any other jurisdiction where the extension or availability of the Rights Issue (and any transaction contemplated thereby) would breach any applicable law or regulation, and“Excluded Territory” shall be construed accordingly
“Executive Directors”	the executive directors of the Company and “Executive Director” means any one of them
“Executive Award”	has the meaning given to it in Section 7.1 of Part XIII
“Existing Ordinary Shares”	the Ordinary Shares at the Record Date
“Ex-Rights Date”	26 June 2018
“Facility Agreement”	the credit facility dated 22 November 2017 with HSBC, Barclays, Citibank and Commerzbank, as amended and restated on 1 June 2018 as set out in Section 11.1.3 of Part XIX(Additional Information)
“FCA” or “Financial Conduct Authority”	the Financial Conduct Authority of the United Kingdom and, where applicable, includes any successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority
“FCA Handbook”	the handbook of rules and guidance made by the FCA under FSMA
“Financial Action Task Force”	the inter-governmental body developing and promoting policies to combat money laundering and terrorist financing
“FSMA”	the Financial Services and Markets Act 2000, as amended
“Fully Paid Rights”	rights to acquire the New Ordinary Shares, fully paid
“gearing”	net borrowings divided by total shareholders’ equity excluding intangible assets and deferred tax balances
“Gehua”	ITE Gehua Exhibitions Co Ltd
“General Meeting”	the general meeting of the Company proposed to be held at the held at 9.30 a.m. on 25 June 2018 at the offices of CMS Cameron McKenna Olswang Nabarro LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF (to approve the Resolutions, the notice of which is contained in this document
“Group Financial Information”	the 2015 Financial Information, 2016 Financial Information, 2017 Financial Information and 2018 Interim Financial Information
“headline diluted earnings per share”	has the meaning given to it in the Section headed “Presentation of non-IFRS financial measures” in Part IV(Important Information)
“headline profit before tax”	has the meaning given to it in the Section headed “Presentation of non-IFRS financial measures” in Part IV(Important Information)

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"HMRC"
HM Revenue & Customs

"Investec"
Investec Bank plc, a company incorporated in England and Wales with registered number 00489604, whose registered office is at 30 Gresham St, London EC2V 7QP

"IFRS"
International Financial Reporting Standards as adopted for use in the EU

"Issue Price"
56.2 pence per New Ordinary Share

"ITE" or the "Company"
ITE Group plc, a public limited company incorporated in England and Wales with registered number 01927339, whose registered office is at 105 Salisbury Road, London, NW6 6RG

"ITE Group" or the "Group"
the Company, together with its subsidiaries and subsidiary undertakings from time to time

"ITE Group's Website"
www.ite-exhibitions.com

"ITE Share Plans"
the Discretionary Scheme, the DSBP, the KCP and PSP

"KCP"
the ITE Key Contractors' Performance Share Plan 2014 (as amended)

"LIBOR"
London interbank offered rate

"like-for-like revenue growth"
has the meaning given to it in the Section headed "Presentation of non IFRS financial measures" in Part IV (Important Information)

"Listing Rules"
the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time

"London Stock Exchange"
London Stock Exchange plc or its successor(s)

"LTM"
last twelve months, the prefix to certain unaudited financial information for the Group as defined on page 39

"LTM adjusted EBITDA"
has the meaning given to it in the Section headed "Presentation of financial information" in Part IV (Important Information)

"Market Abuse Regulation"
the Market Abuse Regulation (EU) (596/2014)

"Memorandum"
the memorandum of association of the Company, details of which are set out in Section 5 of Part XIX (Additional Information)

"Money Laundering Regulations"
the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended

"MTM instruction"
many to many instruction which allows CREST members to settle up to four movements of securities and create up to two assured payment obligations at the same time

"net borrowings"
gross borrowings less capitalised finance costs and cash and cash equivalents on an IFRS basis

"net debt"
has the meaning given to it in the Section headed "Presentation of non-IFRS financial measures" in Part IV (Important Information)

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“net debt to LTM adjusted EBITDA” has the meaning given to it in the Section headed “Presentation of non-IFRS financial measures” in Part IV (Important Information)

“New Ordinary Shares” the Ordinary Shares to be allotted and issued by the Company pursuant to the Rights Issue

“Nil Paid Rights” New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue

“Nil Rate Amount” the first £2,000 of dividend income received by an individual Shareholder in a tax year, in respect of which a nil rate of income tax is applied

“Nomination Committee” the nomination committee established by the Board

“Non-Core events” consist of smaller shares which the Directors believe have less potential for growth

“Non-Executive Director” the non-executive directors of the Company and “Non-Executive Director” means any one of them

“Notice of General Meeting” the notice of General Meeting contained in this document

“Numis” Numis Securities Limited, a company incorporated in England and Wales with registered number 02285918, whose registered office is at 10 Paternoster Square, London EC4M 7LT

“Official List” the official list of the UK Listing Authority

“Option” a non-transferable rights under the Discretionary Scheme to subscribe for or purchase Ordinary Shares granted to a participant

“Ordinary Shares” ordinary shares of 1 penny each in the capital of the Company

“Overseas Shareholders” Qualifying Shareholders who have registered addresses outside the United Kingdom or who are citizens, residents or nationals of, or located in, jurisdictions outside the United Kingdom

“participant ID” the identification code or membership number used in CREST to identify a particular CREST Member or CREST participant

“PD Regulation” Prospectus Directive Regulation (No. 2004/809/EC)

“PFIC” passive foreign investment company

“Pounds” or “Pounds Sterling” the lawful currency of the United Kingdom or “£” or “GBP” or “pence” or “p”

“Prospectus” this prospectus and class 1 circular

“Prospectus Directive” Directive 2003/71/EC (as amended from time to time, including by Directive 2010/73/EC (the PD Amending Directive) to the extent implemented in the relevant EEA state) and includes any relevant implementing measures in each EEA state that has implemented Directive 2003/71/EC

“Prospectus Rules” the prospectus rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended

242

"Provisional Allotment Letter"
the renounceable provisional allotment letter to be sent to certain Qualifying Non-CREST Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue

"PSP"
the ITE Employees' Performance Share Plan 2014 (as amended)

"Qualified Institutional Buyer" or "QIB"
qualified institutional buyer, within the meaning of Rule 144A under the US Securities Act

"Qualifying CREST Shareholders"
Qualifying Shareholders holding Ordinary Shares on the register of members of the Company in uncertificated form (that is, through CREST)

"Qualifying Non-CREST Shareholders"
Qualifying Shareholders holding Ordinary Shares on the register of members of the Company in certificated form (that is, not through CREST)

"Qualifying Shareholders"
holders of Existing Ordinary Shares on the register of members of the Company on the Record Date

"Receiving Agent"
Equiniti Limited, a company incorporated in England and Wales with registered number 06226088, whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

"Record Date"
close of business on 21 June 2018

"Registrar"
Equiniti Limited, a company incorporated in England and Wales with registered number 06226088, whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

"Regulation S"
Regulation S under the US Securities Act

"Regulatory Information Service"
one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies

"Relevant Dividend Income"
the excess amount where a Shareholder's dividend income for a tax year exceeds the Nil Rate Amount

"Remuneration Committee"
the remuneration committee established by the Board

"Resolutions"
the resolutions set out in the Notice of General Meeting and "Resolution" shall be construed accordingly

"Rights Issue"
the issue by way of rights of New Ordinary Shares to Qualifying Shareholders, on the terms and conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter

"Rol" or "ROI"
return on investment

"RTGS"
real time gross settlement

"Rule 144A"
Rule 144A under the US Securities Act

"Russian Ruble"
the lawful currency of the Russian Federation

"RWM"
the Recycling and Waste Management Exhibition

“Sale and Purchase Agreement”	the conditional sale and purchase agreement dated 15 May 2018 in respect of the entire issued share capital of the Target entered into between ITE Enterprises Limited (as buyer), Ascential UK Holdings Limited (as seller), Ascential Group Limited (as the seller's guarantor) and the Company (as the buyer's guarantor)
“SDRT”	stamp duty reserve tax
“SEC”	United States Securities and Exchange Commission
“Shareholder(s)”	shareholders whose Ordinary Shares are registered on the Company's register of members
“Shares”	ordinary shares of 1 penny each in the capital of the Company
“Sponsor”	Investec
“Standby Underwriting Letter”	the standby underwriting letter dated 15 May 2018 between the Company and Investec, as described in Section 11.1.4 of Part XIX (Additional Information)
“Statutes”	every statute (including any statutory instrument, order, regulation or subordinate legislation made under it) concerning companies that are incorporated in England and Wales to the extent that it is for the time being in force or (where the context requires) was in force at a particular time, including the Companies Act 1985, the Companies Act 2006, the Insolvency Act 1986 and the CREST Regulations
“stock account”	an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited
“subsidiary”	has the meaning given in section 1159 of the Companies Act
“subsidiary undertaking”	has the meaning given in section 1162 of the Companies Act
“TAG Programme or TAG”	ITE's continuing strategic Transformation & Growth Programme comprised of three pillars (1) creating a scalable platform; (2) managing the portfolio and (3) product-led acquisitions; underpinned by a performance-led culture.
“Target”	Ascential Events Limited, a company incorporated in England and Wales with registered number 07925964, whose registered office is at c/o Ascential Group Limited, The Prow, 1 Wilder Walk, London W1B 5AP
“Target Adjusted EBITDA”	has the meaning given to it in the Section headed “Presentation of non-IFRS financial measures” in Part IV (Important Information)
“Target Adjusted EBITDA margin”	has the meaning given to it in the Section headed “Presentation of non-IFRS financial measures” in Part IV (Important Information)
“Target EBITDA Before Unallocated Costs”	has the meaning given to it in the Section headed “Presentation of non IFRS financial measures” in Part IV (Important Information)
“Target Group”	the Target and the Target Subsidiaries
“Target Subsidiaries”	Ascential Events (Shanghai) Company Limited, Ascential Eventos Limited and Ascential Fuarcilik Organizasyon ve Tanitim Hizmetleri Anonim Sirketi
“UK Corporate Governance Code”	the UK Corporate Governance Code of the Financial Reporting Council dated April 2016

"UK Listing Authority"	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA
"uncertificated"or "in uncertificated form"	a share or other security recorded in the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which by virtue of the CREST Regulations, may be transferred by means of CREST
"Underwriting Agreement"	the underwriting agreement dated 6 June 2018 between the Company and the Banks and as described in Section 11.1.1 of Part XIX ( Additional Information ) of this document
"United Kingdom"or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States"or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"US$", "USD", "US Dollars"or "US$ cents"	the lawful currency of the United States
"US Holder"	has the meaning given to it in Part XVIII ( Taxation )
"US Securities Act"	the US Securities Act of 1933, as amended
"US Securities Exchange Act"	the US Securities Exchange Act of 1934, as amended

NOTICE OF GENERAL MEETING

ITE Group plc

(incorporated and registered in England and Wales with registered number 01927339)

NOTICE IS HEREBY GIVEN that a general meeting of ITE Group plc (the "Company") will be held at 9.30 a.m. on 25 June 2018 at the offices of CMS Cameron McKenna Olswang Nabarro LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF (the "General Meeting") for the purposes of considering and, if thought fit, passing the following resolutions which shall be proposed as ordinary resolutions (which means that for the resolution to be passed, more than half of the votes cast must be in favour of the resolution).

THAT, subject to the passing of resolution 2 below, the proposed acquisition of the entire issued and to be issued share capital of the Target (the "Acquisition") pursuant to the terms and subject to the conditions contained in the sale and purchase agreement dated 15 May 2018 between, amongst others, the Company and Ascential UK Holdings Limited (the "Sale and Purchase Agreement") and all other agreements and ancillary arrangements contemplated by the Sale and Purchase Agreement be and are hereby approved and that the directors of the Company (the "Directors") (or any duly constituted committee of the Directors) be and are hereby authorised to take all such steps as may be necessary, expedient or desirable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments (provided such modifications, variations or amendments are not of a material nature) as they shall deem necessary, expedient or desirable; and
THAT, subject to and conditional upon admission to listing on the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities of the new ordinary shares of one penny each to be issued by the Company in connection with the issue by way of rights of up to 471,939,236 new ordinary shares at a price of 56.2 pence per new ordinary share to qualifying shareholders on the register of members of the Company at the close of business on 21 June 2018 (the "Rights Issue") and in addition, to the extent unutilised, to the authority conferred on them at the last annual general meeting of the Company on 25 January 2018, the Directors be are hereby generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for shares in the Company up to a nominal amount of £4,719,392.36 in connection with the Rights Issue, such authority to expire (unless previously revoked by the Company) at the close of business on 31 August 2018, except that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights in pursuance of such offers or agreements as if the power conferred hereby had not expired.

6 June 2018

By the order of the Board

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246

Notes:

Note 1

Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the General Meeting. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A shareholder can appoint the Chairman of the meeting or anyone else to be his/her proxy at the meeting. A proxy need not be a shareholder. More than one proxy can be appointed in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder. To appoint more than one proxy, the proxy form should be photocopied and completed for each proxy holder. The proxy holder's name should be written on the proxy form together with the number of shares in relation to which the proxy is authorised to act. A failure to specify the number of shares each proxy appointment relates to or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. The box on the proxy form must also be marked with a cross to indicate that the proxy instruction is one of multiple instructions being given. All proxy forms must be signed.

The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in Note 2) will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes to do so.

A form of proxy is enclosed with this notice. To be valid, the form of proxy, together with the power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority), must be deposited with the Company's Registrars, Equiniti Limited, not later than 9.30 a.m. on 23 June 2018 or not less than 48 hours before the time of the General Meeting if it is adjourned. To appoint a proxy online (which must be done by the same deadline as above), shareholders may go to the following website: HYPERLINK "http://www.sharevote.co.uk" www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number printed on the face of the accompanying Form of Proxy.

Alternatively, if you have already registered with the Registrars' on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk. Once logged in, simply click 'View' on the 'My investments' page and then click on the link to vote. Instructions are given on the website.

A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.

Note 2

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Equiniti Limited (ID RA19) not later than 9.30 a.m. on 23 June 2018 or not less than 48 hours before the time of the General Meeting if it is adjourned. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti Limited is able to retrieve the message by enquiry to CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations.

Note 3

A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she is nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statements of the rights of members in relation to the appointment of proxies in notes 1 and 2 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.

Note 4

Pursuant to regulation 41(1) of the Uncertificated Securities Regulations, only those shareholders registered in the register of members of the Company as at 6.30 p.m. 23 June 2018 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the meeting is adjourned for a longer period then, to be so entitled, a member must be entered on the Company's register of members at 6.30 p.m. on the date which is two days prior to the date fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.

Note 5

As at 5 June 2018, the Company's issued share capital consists of 269,679,563 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company as at 5 June 2018 are 269,679,563.

Note 6

All shareholders and their proxies attending have the right to ask questions at the meeting. The Company will answer any such questions relating to the business of the meeting, but it may not answer if (a) if it would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is not desirable in the interests of the Company or the good order of the meeting that the question be answered.

Note 7

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Note 8

You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006 provided in this notice (or in any related documents including the Prospectus and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Note 9

A copy of this notice can be found at www.ite-exhibitions.com

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Perivan Financial Print (250011)

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HYVE GROUP PLC — Proxy Solicitation & Information Statement 2018

4773_rns_2018-06-06_4b15aa80-dea8-4d46-bb07-7eb4095223c5.pdf

ITE GROUP PLC

PROPOSED ACQUISITION OF ASCENTIAL EVENTS LIMITED

NOTICE OF GENERAL MEETING

INVESTEC

NUMIS

Notice of General Meeting

INFORMATION TO DISTRIBUTORS

NOTICE TO OVERSEAS SHAREHOLDERS

NOTICE TO US INVESTORS

NOTICE TO CANADIAN RESIDENTS

NOTICE TO ALL INVESTORS

TABLE OF CONTENTS

Unaudited pro forma income statement relating to the Enlarged Group

Notes

Unaudited pro forma statement of net assets relating to the Enlarged Group

Notes

PART II

RISK FACTORS

1. RISKS RELATED TO THE GROUP, THE ENLARGED GROUP AND THEIR BUSINESSES AND THE INDUSTRY IN WHICH THEY OPERATE OR WILL OPERATE

1.1 The ITE Group and, following Completion, the Enlarged Group are affected by the economic conditions of the sectors and regions in which they and their customers operate.

1.2 The ITE Group and, following Completion, the Enlarged Group, are exposed to the risks of doing business internationally, including ability to enforce effectively legal rights and foreign currency controls.

1.3 The ITE Group and, following Completion, the Enlarged Group are exposed to the risks of joint venture counterparties failing to perform their obligations.

1.4 Currency fluctuations and/or currency controls may have a significant impact on the reported revenue and profit of the ITE Group and, following Completion, the Enlarged Group.

1.5 The markets in which the ITE Group and, following Completion, the Enlarged Group operate are highly competitive and subject to rapid change.

1.6 The ITE Group's and, following Completion, the Enlarged Group's continued growth depends, in part, on their ability to successfully identify and complete acquisitions.

1.7 The ITE Group's and, following Completion, the Enlarged Group's businesses and strategy are dependent on the strength of their brands.

1.11 Breaches of the ITE Group or, following Completion, the Enlarged Group's information security systems or other unauthorised access to sensitive information and any defects in their disaster recovery arrangements could adversely affect their businesses and operations.

1.12 The ITE Group and, following Completion, the Enlarged Group may be adversely affected by enforcement of and changes in legislation and regulation affecting their businesses, such as data protection and anti-bribery and corruption laws, and those of their customers.

1.13 Changes in tax laws or their application or interpretation may adversely impact the ITE Group and, following Completion, the Enlarged Group.

1.15 Breaches of covenant in relation to the ITE Group's or, following Completion, the Enlarged Group's borrowing facilities resulting in an acceleration of outstanding debt would have a material adverse effect on the Enlarged Group's financial condition.

1.16 ITE's TAG Programme may not be delivered on time or within budget.

1.17 The insurance the ITE Group and, following Completion, the Enlarged Group, maintains does not fully cover all potential exposures.

2. RISKS RELATING TO THE ACQUISITION

3. RISKS RELATING TO THE RIGHTS ISSUE AND THE NEW ORDINARY SHARES

3.1 The market value of the Ordinary Shares may fluctuate significantly as a result of factors beyond the Company's control and may not always reflect the underlying asset value or prospects of the Company.

3.7 Overseas Shareholders may have fewer rights than they would as UK shareholders or as shareholders of companies organised in their local jurisdiction.

PART IV

IMPORTANT INFORMATION

General

Presentation of financial information

Presentation of non-IFRS financial measures

Management information

Market, economic and industry data

Forward-Looking Statements

Notice to all investors and Shareholders

Enforcement of civil liabilities

Notice to investors in the United States

Available information

WHERE TO FIND HELP

Shareholder Helpline telephone numbers:

PART V

RIGHTS ISSUE STATISTICS

PART VI

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

Group Company Secretary

Registered Office

Website

Advisers and others

2. BACKGROUND TO AND STRATEGIC RATIONALE FOR THE ACQUISITION

2.1 ITE's Strategy – the TAG Programme

2.2 The Acquisition and key benefits

The Ascential Exhibitions Business is a high-quality, product-led portfolio with global brands

Strong growth potential of the Ascential Exhibitions Business under ITE's management

Operating synergies

Delivering an enlarged ITE with a more diverse portfolio

Offers attractive financial returns

3. INFORMATION ON THE ASCENTIAL EXHIBITIONS BUSINESS

3.1 Business overview

3.2 Summary financial information on the Ascential Exhibitions Business

4. PRINCIPAL TERMS OF THE ACQUISITION

5. FINANCIAL IMPACT OF THE ACQUISITION

Cost savings and integration

Leverage

ITE Share Plans

6. PRINCIPAL TERMS OF THE RIGHTS ISSUE

7. OVERSEAS SHAREHOLDERS

HYVE GROUP PLC Proxy Solicitation & Information Statement 2018