This document comprises a prospectus prepared in accordance with the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 ("FSMA"). This Prospectus has been approved by the FCA in accordance with section 87A of FSMA and made available to the public as required by Rule 3.2 of the Prospectus Rules.

The Directors, whose names appear on page 35 of this Prospectus, and IntegraFin Holdings plc (the "Company") accept responsibility for the information contained in this Prospectus. 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) such information is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information.

Application has been made to the FCA for all of the ordinary shares of one pence each of the Company (the "Ordinary Shares") to be admitted to the premium listing segment of the Official List maintained by the FCA and to the London Stock Exchange plc (the "London Stock Exchange") for such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). Conditional dealings in the Ordinary Shares are expected to commence at 8.00 a.m. on 27 February 2018. It is expected that Admission will become effective, and that unconditional dealings will commence, at 8.00 a.m. on 2 March 2018. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a "when issued" basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange.

Prospective investors should read the entire Prospectus and, in particular, the section entitled "Risk Factors" on pages 20 to 33 (inclusive) for a discussion of certain factors that should be considered in connection with an investment in the Ordinary Shares.

INTEGRAFIN HOLDINGS PLC

(Incorporated under the Companies Act 2006 and registered in England and Wales with number 8860879)

Offer of 90,631,302 Existing Ordinary Shares at an Offer Price of 196 pence per Existing Ordinary Share

Admission of all Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities

Sponsor, Sole Bookrunner and Broker Peel Hunt LLP

Financial Adviser Evercore Partners International LLP

Issued ordinary share capital immediately following Admission

Number	Amount
331,322,014	£3,313,220.14

The Selling Shareholders are offering 90,631,302 existing Ordinary Shares (the "Existing Ordinary Shares"), in aggregate, for sale under the Offer so as to raise gross proceeds of approximately £177.6 million for the Selling Shareholders. The Company will not receive any of the proceeds from the sale of the Existing Ordinary Shares, the net proceeds of which will be paid to the Selling Shareholders.

Peel Hunt LLP ("Peel Hunt") has been appointed as sponsor ("Sponsor") and sole bookrunner and broker to the Company. Evercore Partners International LLP ("Evercore") has been appointed as financial adviser ("Financial Adviser") to the Company.

Peel Hunt is authorised and regulated in the UK by the FCA and is acting exclusively for the Company, and no one else, in connection with the Offer and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offer, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Peel Hunt and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which it would have received customary fees. Peel Hunt and its affiliates may provide such services to the Company or members of the Group in the future.

Evercore is authorised and regulated in the UK by the FCA and is acting exclusively for the Company, and no one else, in connection with the Offer and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offer, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Evercore and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which it would have received customary fees. Evercore and its affiliates may provide such services to the Company or members of the Group in the future.

Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus or an update statement, as the case may be.

This Prospectus does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase, any securities other than the securities to which it relates or any offer or invitation to sell, or any solicitation of any offer to purchase, such securities by any person in any circumstances in which such offer or solicitation is unlawful or restricted by law and, in particular, is not for distribution in Australia, Canada, Japan, the Republic of South Africa, New Zealand or the United States.

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States. The Ordinary Shares offered by this Prospectus may not be offered or sold, directly or indirectly, in or into the United States except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Ordinary Shares are being offered and sold outside the United States in "offshore" transactions exempt from the registration requirements of the Securities Act in reliance on Regulation S. There will be no public offering of the Ordinary Shares in the United States.

The Ordinary Shares offered by this Prospectus have not been approved or disapproved by the US Securities and Exchange Commission ("SEC"), any state securities commission in the United States or any other United States regulatory authority, nor have any such authorities passed upon, or endorsed the merits of, the Offer or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The Ordinary Shares have not been, and will not be, registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or New Zealand and, subject to certain exceptions, the Ordinary Shares may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or New Zealand or to, or for the account or benefit of, any resident of Australia, Canada, Japan, the Republic of South Africa or New Zealand. There will be no public offering of the Ordinary Shares in Australia, Canada, Japan, the Republic of South Africa or New Zealand. The Ordinary Shares have not been and will not be registered under Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the "FIEA") by virtue of the fact that they are offered in accordance with Article 2, Paragraph 4, Item 2C of the FIEA.

Apart from the responsibilities and liabilities, if any, that may be imposed on Peel Hunt, Evercore and the Selling Shareholders by FSMA or the regulatory regime established under it, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Peel Hunt, Evercore or any of the Selling Shareholders or any of their respective affiliates or representatives, accepts any responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Offer and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether or not as to the past or future. Peel Hunt, Evercore, the Selling Shareholders and their respective affiliates and representatives accordingly disclaim, to the fullest extent permitted by applicable law, all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement.

Prior to making any decision as to whether to invest in the Ordinary Shares, prospective investors should read this Prospectus in its entirety. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company, the Ordinary Shares and the terms of the Offer, including the merits and risks involved. Prospective investors also acknowledge that: (i) they have not relied on Peel Hunt, Evercore, the Selling Shareholders or any person affiliated with any of them in connection

with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information contained in this Prospectus.

No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised by, or on behalf of, the Company, the Selling Shareholders, Peel Hunt, Evercore, the officers or employees of the Company or any other person. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G(1) of FSMA and Rule 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any sale or purchase made under it shall, under any circumstances, create any implication that there has been no change in the business affairs of the Company or the Group since the date of this Prospectus or that the information in this Prospectus is correct as of any time subsequent to its date.

None of the Company, Peel Hunt, Evercore, the Selling Shareholders or any of their respective affiliates or representatives is making any representation to any prospective investor in the Ordinary Shares regarding the legality of an investment in the Ordinary Shares by such prospective investor under the laws applicable to such prospective investor. The contents of this Prospectus should not be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal, financial or tax adviser for legal, financial or tax advice.

In connection with the Offer, Peel Hunt and any of its affiliates, acting as an investor for its or their own account(s), may acquire Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this Prospectus to the Ordinary Shares being issued, offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, dealing or placing by, Peel Hunt and any of its affiliates acting as an investor for its or their own account(s). Peel Hunt does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in connection with the Offer, Peel Hunt may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary Shares are used as collateral, which could result in Peel Hunt acquiring shareholdings in the Company. Peel Hunt and any of its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and the Selling Shareholders, for which they would have received customary fees. Peel Hunt and any of its affiliates may provide such services to the Company, the Selling Shareholders and any of their respective affiliates in the future.

NOTICE TO CERTAIN INVESTORS

The Ordinary Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective investors should read the restrictions described under paragraph 10 of Part 9 of this Prospectus. Each investor in the Ordinary Shares will be deemed to have made the relevant representations described in that paragraph.

The distribution of this Prospectus and the offer of the Ordinary Shares in certain jurisdictions may be restricted by law. Other than in the UK, no action has been or will be taken by the Company, the Selling Shareholders, Peel Hunt or Evercore to permit a public offering of the Ordinary Shares or to permit the possession or distribution of this Prospectus (or any other offering or publicity materials in connection therewith). In particular, no actions have been taken to allow for a public offering of the Ordinary Shares under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa, New Zealand or the United States. Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with all applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The date of this Prospectus is 27 February 2018.

		Page
Summary		5
Risk factors		20
	Expected timetable of principal events and offer statistics	34
	Directors, secretary, registered and head office and advisers	35
	Presentation of information	37
Part 1	The UK wealth management and financial adviser platform markets	41
Part 2	Information on the Group	44
Part 3	Directors, Senior Managers, corporate governance and employees	53
Part 4	Supervision and regulation	60
Part 5	Operating and financial review	72
Part 6	Capitalisation and indebtedness	92
Part 7	Historical financial information	93
Part 8	Risk management	127
Part 9	Details of the Offer	133
Part 10	Taxation	148
Part 11	Additional information	152
Definitions		188
Glossary		193

SUMMARY

Prospectus summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A to E (A.1 to E.7).

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

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

		Section A – Introduction and warnings
A.1	Warnings	This summary should be read as an introduction to this Prospectus.
		Any decision to invest in the Offer Shares should be based on consideration of the Prospectus as a whole by the investor.
		Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the EU, have to bear the costs of translating this Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Resale by financial intermediaries	Not applicable. The Company is not engaging any financial intermediaries and has not given consent to the use of this Prospectus for subsequent resale or final placement of Offer Shares by financial intermediaries.

		Section B – Issuer
B.1	Legal and commercial name	IntegraFin Holdings plc ("IntegraFin").
B.2	Domicile; legal form; legislation and country of incorporation	The Company was incorporated as a private company limited by shares in England and Wales under the 2006 Act with registered number 8860879. It is domiciled in the UK. The Company was re-registered as a public company on 23 February 2018.
B.3	Company's current operations and principal activities	The Group provides platform services to UK clients and their financial advisers through its award-winning platform, Transact ("Transact" or the "Platform").
		The Group was founded and used platform software developed in Australia to launch Transact as the first wrap platform in the UK in March 2000. For several years, Transact has remained one of the leading UK independent platforms with approximately £29.7 billion of funds under direction ("FUD") as at 31 December 2017.

Transact offers a differentiated, premium platform service to clients and their financial advisers, with comprehensive functionality developed in-house and supported by a dedicated, high touch client service team of circa 160 staff.
Transact's bespoke offering is targeted at financial advisers servicing mass affluent clients with investable assets of sufficient scale and complexity to warrant a more comprehensive platform service. It provides assistance to clients and their financial advisers in two principal ways: (i) by reducing administration and improving the efficiency and speed of execution; and (ii) by consolidating and providing timely and well-presented information and reporting on underlying clients' portfolios.
The Platform provides one of the most extensive ranges of wrappers and assets of any UK platform.
The Group provides its own tax wrappers, which include ISAs, pensions (both personal pension plans ("PPPs") and executive pension plans ("EPPs")), Section 32 Buy-out Bonds ("S32s"), self-invested personal pensions ("SIPPs") and onshore and offshore life assurance bonds. In addition to the wrappers, each client portfolio has a General Investment Account ("GIA") that holds assets not allocated to tax wrappers.
Transact also offers clients access to one of the widest ranges of assets and financial products in the UK adviser platform market. These include OEICs, unit trusts and other mutual funds; ETFs, investment trusts and other equities; gilts and other bonds; cash; and many more esoteric assets such as hedge funds and structured products. It provides access to every major fund manager in the UK and almost all of their funds across asset classes.
The software underpinning Transact was developed in Australia by Integrated Application Development Pty Ltd ("IAD"). The Group purchased the intellectual property rights to the Platform from IAD in 2008 and brought its platform technology fully in-house by acquiring IAD in July 2016. Controlling its own technology allows the Group to continue to innovate and respond swiftly to client and financial adviser demands as they arise.
The Group operates three regulated entities (the "Regulated Subsidiaries"): Integrated Financial Arrangements Ltd ("IFAL"), which is authorised and regulated in the UK by the FCA, and provides the Transact SIPP, Transact ISA and Transact GIA as well as administering the Transact PPP, the Transact EPP and the Transact S32; IntegraLife UK Limited ("ILUK"), which is authorised in the UK by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA and provides the Transact PPP, the Transact EPP, the Transact S32, the Transact onshore life assurance bond and the Transact QSP; and IntegraLife International Limited ("ILInt"), which is authorised and regulated by the Isle of Man Financial Services Authority ("IoMFSA") and provides the Transact offshore life assurance bond.
The Group has reported net inflows every year since it started trading. It became profitable in 2003, a track record of

		profitability unmatched elsewhere in the adviser platform sector.
		For FY2017, the Company reported revenues of £80.2 million, profit before tax of £37.0 million and adjusted operating profit of £37.5 million, representing an adjusted profit margin of 46.8 per cent. The Group's adjusted operating profit has grown at a compound annual rate of 22.7 per cent. over the past three years.
		The Group has a robust balance sheet with no borrowings, and has paid a dividend and/or bought back shares every year since 2007, returning more than £85 million to Shareholders since 2007.
B.4a	Significant recent trends	According to ONS statistics, of the estimated total net worth of households and non-profit institutions serving households of £10.2 trillion at the end of 2015, £3.7 trillion (36 per cent.) comprised "insurance, pension and standardised guarantee schemes".
		As at December 2016, there were approximately 34,600 financial advisers regulated by the FCA (Source: FCA). These financial advisers play a key role in servicing affluent and high net worth clients in the UK.
		Personal wealth management for individuals and their financial advisers is complex due to: (i) the wide range of investment products from a large number of product manufacturers; (ii) the complexity of the UK tax system; (iii) the changing return requirements and risk appetites of individuals, requiring their financial plans to be updated periodically; (iv) record-keeping requirements for both individuals and financial advisers; and (v) changes in legislation and regulation increasing the complexity of financial planning and requiring regular assessment of individuals' savings and investment needs. As a result of this complexity, it has historically been difficult for individuals and financial advisers to manage their investments and financial plans in an administratively efficient manner.
		To help manage this complexity, the Group provides platform services to UK clients and their financial advisers through its award-winning platform, Transact. The Group is a key player in the UK wealth management market and, specifically, in the UK adviser platform market.
		Prior to the advent of platforms in the UK, individuals wishing to accumulate wealth outside bank deposits were predominantly recommended by their financial advisers to purchase specific life and pensions products from life insurance companies or mutual funds from asset managers. Some would also acquire equities directly via stock-broking accounts. Commission was often paid to financial advisers by product manufacturers, particularly the life insurance and pension providers and asset managers. This was costly and administratively inefficient and time-consuming for both clients and their financial advisers. Financial adviser platforms were established to address these issues whilst at the same time providing access to a wide range of investment products. In particular, platforms provide: (i) financial

advisers and their clients with a single counterparty through whom they can manage financial plans, consolidating trading and wrapper provision and removing the inefficiencies associated with dealing with different product providers, significantly reducing the administration burden; (ii) investors access to a centralised range of tax wrappers with a far wider open architecture range of assets from third party fund providers; and (iii) enhanced value for money for investors through economies of scale, automated processes and aggregated trading, which have resulted in cost reductions and improved the overall value of the services provided to clients by their financial advisers.
The benefits of adviser platforms are widely recognised by financial advisers who are able to reduce the time spent chasing administration across multiple providers and thus devote more time to the provision of advice to their clients.
Consequently, the UK adviser platform market has experienced strong growth, with assets on adviser platforms growing from approximately £155 billion in 2011 to £470 billion as at the end of June 2017 (Source: Platforum), representing an annual CAGR of 20 per cent. It is estimated that approximately 70 per cent. of all new adviser flows are currently placed on adviser platforms. The UK adviser platform market is expected to continue to grow strongly in the future, with FUD expected to reach approximately £800 billion by the end of June 2020 (Source: Platforum), driven by a combination of the following:
• Legislative change, increasing choice and complexity of investment products mean that individuals are increasingly requiring financial advice.
• While financial adviser uptake of platforms has grown significantly, financial advisers currently using platforms have not necessarily migrated all of their clients' assets to them, representing an area of significant further growth potential, and platform usage has not yet reached full penetration across the entire financial adviser community.
• Platforms are not wholly reliant on investors making new investments in financial assets to grow FUD. A significant proportion of individual life, pensions, fund and equity assets in the UK are currently not held on platforms and these assets are expected to migrate to platforms as more clients and their financial advisers appreciate the advantages that platforms offer.
• Investors across all age ranges and across all tiers of net worth are demonstrating an increasing desire to use digital and online tools in their wealth management interactions and platforms can service these needs.
• The 2015 pension reforms have been positive for platforms, with investors holding their assets on platforms for longer as there is, effectively, no requirement to purchase an annuity. They have also led to significant additional asset flows entering the drawdown market, much of which is being managed on platforms. Changes to ISA rules and the increases to

		annual tax-free ISA limits have also been beneficial for platforms.
		• Employers participation in defined contribution (rather than defined benefit) pension schemes moving the onus of saving and investment planning from employers to employees. Consequently, individuals are increasingly seeking advice on their financial affairs and cash that would have been invested in defined benefit pension assets held by pension providers is being invested with asset managers (and accordingly moving on to platforms).	now	tend to offer	their	employees
B.5	Group structure	As at the date of this Prospectus, the Group comprises the Company and its Subsidiaries which will form part of the Group following Admission. The Company holds (directly and through certain companies) the Group's operating companies.		wholly-owned	intermediate	holding
B.6	Notifiable interests, different voting rights and controlling interests	Save as set out below, the Company is not aware of any person who is, as at the date of this Prospectus, directly or indirectly interested in three per cent. or more of the issued share capital or voting rights of the Company:
		Shareholder	Number of shares	Number of voting rights	Percentage share	of issued Percentage of voting capital (%) rights (%)
		Michael Howard Netherton	217,501	217,501	19.1	28.1
		Investments Limited Generali Investments	47,730	47,730	4.2	6.2
		Europe SGR INA John Rundle P.I.G. Holdings Pty Ltd as Trustee for the Chambers	43,710 43,475	43,710 43,475	3.8 3.8	5.6 5.6
		Family Trust Aaron Resnik	42,474 30,594	42,474 30,594	3.7 2.7	5.5 3.9
		W.E.P. Davidson*	31,500	31,500	2.8	3.8
		*Includes 2,000 non-voting shares.
		In so far as it is known to the Company at the date of this Prospectus, each of the following will, on Admission, be directly or indirectly interested in three per cent. or more of the issued share capital or voting rights:
		Shareholder Michael Howard 43,950,000 43,950,000 Netherton Investments Limited	Number of shares	Number of voting rights 10,069,121 10,069,121	Percentage share 13.27 3.04	of issued Percentage of voting capital (%) rights (%) 13.27 3.04
		The Company is not aware of any person who, immediately following the Offer, will, directly or indirectly, jointly or severally, exercise control over the Company. Following Admission, no Shareholder will have any special voting rights over any Shares and all Shares will rank pari passu in all respects with all other Shares.

The selected financial information set out in the tables below has been extracted without material adjustment from the audited consolidated financial statements of the Group for FY2015, FY2016 and FY2017 (the "historical financial period") set out in Part 7 of this Prospectus:
Consolidated statement of comprehensive income
	FY2015 £'000	FY2016 £'000	FY2017 £'000
Revenue	63,643	68,357	80,242
Cost of sales Administrative expenses Net income/(loss) attributable to	(504) (43,120)	(488) (42,122)	(599) (42,837)
policyholder returns	(1,886) –––––––––	19,358 –––––––––	7,905 –––––––––
Operating profit	18,133	45,105	44,711
Operating profit attributable to policyholder returns	(1,886) –––––––––	19,358 –––––––––	7,905 –––––––––
Operating profit attributable to shareholder returns	20,019 –––––––––	25,747 –––––––––	36,806 –––––––––
Interest income	284 –––––––––	451 –––––––––	178 –––––––––
Profit before taxation Policyholder tax Tax on profit on	18,417 1,947	45,556 (19,445)	44,889 (7,819)
ordinary activities	(4,063) –––––––––	(5,296) –––––––––	(7,181) –––––––––
Profit after tax	16,301 –––––––––	20,816 –––––––––	29,889 –––––––––
Consolidated statement of financial position Non-current assets Current assets Current liabilities Non-current liabilities	As at 30 September 2015 £'000 8,474,198 107,437 (13,664) (8,493,006) (11,372,308)(12,008,559) –––––––––––	As at 30 September 2016 £'000 11,363,341 12,002,664 111,185 (15,974) –––––––––––– ––––––––––––	As at 30 September 2017 £'000 126,432 (18,011)
Net assets	74,965 –––––––––––	86,244 –––––––––––– ––––––––––––	102,526
Consolidated statement of cash flows
	FY2015 £'000	FY2016 £'000	FY2017 £'000
Net cash flows from operating activities Net cash used in investing	19,737	25,789	29,025
activities	95	(13,784)	(256)
Net cash used in financing activities Net increase in cash and cash	(7,838)	(9,652)	(13,521)
equivalents	11,994 –––––––––––	2,353 –––––––––––– ––––––––––––	15,248
Certain significant changes to the Group's financial condition and results of operations occurred during the historical financial period. These changes are described below: Revenue
Revenue increased by seven per cent. in FY2015 and FY2016
and by 17 per cent. in FY2017. This strong revenue growth

	was primarily due to growth in the most material revenue component, annual commission income. Annual commission income is charged monthly on the average value of fee-generating FUD on Transact and averages 86 per cent. of revenue. Annual commission income growth has been driven by higher FUD as a result of market growth and strong inflows.
	Administrative expenses
	Administrative expenses overall remained steady throughout the historical financial period. Significant movements within this include:
	(i) Increasing staff costs during the historical financial period. This was primarily due to an increase in operational headcount top administer strong platform inflows and the inclusion of headcount in IAD, the Australian platform software development and maintenance company, which was acquired by the Group in July 2016.
	(ii) A reduction in software expenses to nil. This was, again, due to the acquisition of IAD.
	(iii) A reduction in amortisation charges to almost nil due to the intellectual property rights to platform software being fully amortised in FY2016.
	Due to IFRS conversion in FY2016, with FY2015 opening balances and comparatives restated, the Group was required to commence reflecting ILUK's, its UK insurer's, policyholder taxation on the face of the income statement. This led to the movement in policyholder tax reserves being reflected as income, or expense, and the corresponding policyholder tax liability also being reflected. The two disclosures, subject to timing differences, net off.
	Operating profit attributable to shareholder returns
	During the historical financial period, the Group's operating profit attributable to shareholder returns (that is, operating profit after removing all impacts of income and expenses attributable to policyholders of ILUK) increased from £20.0 million in FY2015 to £25.7 million in FY2016 and to £36.8 million in FY2017. This represented growth of 84 per cent. over the historical financial period.
	Profits after tax
	During the historical financial period, the Group's profits after tax rose 83 per cent. from £16.3 million in FY2015 to £20.8 million in FY2016 and to £29.9 million in FY2017.
	Income taxes paid increased significantly during the historical financial period. The tax on profit due to ordinary activities increased due to the increase in profit whilst the conversion to IFRS caused the subsequent requirement to reflect policyholder taxation on the income statement. Policyholder taxation is fully funded by tax reserves taken from policyholders.
	Net cash outflows from investing activities increased significantly in FY2016 due to the acquisition of IAD.

		Adjusted operating profit
		The Group's adjusted operating profit (which removes non-recurring elements, such as IPO costs, FCA rebates and other exceptional items, from reported operating profit attributable to shareholder returns) increased from £23.0 million in FY2015 to £28.7 million in FY2016 and to £37.5 million in FY2017. Adjusted operating profit is not recognised as a measure of financial performance by IFRS.
		There has been no significant change in the financial condition or results of operations of the Group since 30 September 2017, the end of the period covered by the selected historical financial information set out above.
B.8	Unaudited proforma information	Not applicable. This Prospectus does not include any unaudited pro forma financial information.
B.9	Profit forecast or estimate	Not applicable. This Prospectus does not include any profit forecasts or estimates.
B.10	Audit report qualification	Not applicable. There are no qualifications in any report on the historical financial information included in this Prospectus.
B.11	Insufficient working capital	Not applicable. The Company and the Directors are of the opinion that the working capital available to the Group is sufficient for its present requirements, that is for at least the 12 months from the date of this Prospectus.

		Section C – Securities
C.1	Securities Offered	The Offer comprises an offering to certain institutional and other investors of 90,631,302 Offer Shares, in aggregate.
		The nominal value of the total issued share capital of the Company immediately following Admission will be £3,313,220.14 divided into 331,322,014 Ordinary Shares of one pence each, which are and will be issued fully paid.
		When admitted to trading, the Ordinary Shares will have an ISIN of GB00BD45SH49, SEDOL code BD45SH4 and will trade under the ticker symbol IHP.
C.2	Currency	The Ordinary Shares are denominated in pounds sterling.
C.3	Issued share capital	On Admission, the issued share capital of the Company will be £3,313,220.14, comprising 331,322,014 Ordinary Shares.
		All Ordinary Shares in issue on Admission will be fully paid.
C.4	Rights attached to the Shares	The Ordinary Shares will rank equally for voting purposes. On a show of hands, each Shareholder has one vote, and on a poll, each Shareholder will have one vote per Ordinary Share held. Following Admission, no Shareholder will have any special voting rights over any Ordinary Shares.
		Each Ordinary Share will rank equally for any dividend declared. Each Ordinary Share will rank equally for any distributions made on a winding-up of the Company.

		Each Ordinary Share will rank equally in the right to receive a relative proportion of shares in the event of a capitalisation of reserves.
		Subject to the provisions of the 2006 Act, any equity securities issued by the Company for cash must first be offered to Shareholders in proportion to their holdings of Ordinary Shares. The 2006 Act allows for the disapplication of pre-emption rights which may be waived by a special resolution of the Shareholders, either generally or specifically, for a maximum period not exceeding five years.
		Except in relation to dividends which have been declared and rights on a liquidation of the Company, the Shareholders have no rights to share in the profits of the Company. The Ordinary Shares will not be redeemable. However, the Company may purchase or contract to purchase any of the Ordinary Shares on or off-market, subject to the 2006 Act and the requirements of the Listing Rules.
C.5	Restrictions on Transferability	Not applicable. The Ordinary Shares will be freely transferable and there are no restrictions on transfer on Admission in the UK.
C.6	Application for Admission	Application has been made to the FCA for all of the Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
		No application has been made or is currently intended to be
		made for the Ordinary Shares to be admitted to listing or trading on any other exchange.
C.7	Dividend policy	Special dividend In anticipation of Admission occurring, on 20 December 2017, the Board declared an additional special dividend, amounting to £11.4 million, in aggregate, which was paid to shareholders on the register entitled to it on 22 January 2018.
		Dividend policy post-Admission The Directors intend that the Company will pay interim dividends, the first to be announced at the time of its interim results (expected to be announced in April of each financial year) and the second at the time of its annual results (expected to be announced in January after the end of each financial year), respectively.
		It is expected that in a given year the first interim dividend will be equal to approximately 35 to 40 per cent. of the prior financial year's total dividends with the second interim dividend equating to approximately 60 to 65 per cent. of the Group's full year profit after tax, less any interim dividends already paid in respect of that financial year.

dividend is paid, what the amount of such dividend will be.
Dividend policy for the financial year ending 30 September 2018
The Company intends to pay a single interim dividend in the financial year ending 30 September 2018 as a "second" interim dividend in accordance with the Company's dividend policy set out above and this will therefore equate to approximately 60 to 65 per cent. of the Group's full year profit after tax.

		Section D – Risks
D.1	Key information on the key risks (Company and industry)	Fluctuations in capital markets may adversely affect the value of the Group's FUD from which it derives revenues, as well as investor confidence.
		The Group's revenue and business performance are directly influenced by fund inflows on to, and FUD on, the Platform, as well as transactions in securities being effected through the Platform. The value of FUD is affected by general downward economic pressures. A general deterioration in the global economy, and the UK economy in particular, including as a result of uncertainty caused by the UK's exit from the EU, may have a negative impact on the disposable income of clients and the amount of individual savings that are likely to be able to be invested, and managed, through the Platform. The Group generates revenues in the form of commissions received on an annual or other recurring basis calculated by reference to the value of FUD on the Platform.
		The UK financial adviser platform market is competitive and the Group competes with a number of global, national and local financial services, insurance, asset or fund management and other financial services firms which have investment platform operations as well as operators of direct-to consumer platforms, a number of which are substantially larger, and have at their disposal significantly greater financial resources, than the Group. Such competition may adversely affect the Group's results of operations.
		The Group is subject to strict data protection and privacy laws in the UK. The Group's policies and procedures relating to data protection regulations and the prevention of cyber-theft may not be successful in mitigating the risk that data controlled by the Group could be wrongfully appropriated, lost, disclosed, stolen or processed in breach of data protection laws. If the Group, or any of the third party service providers on which it relies, fails in future to process, store or transmit financial adviser or client information in a secure manner, or if any loss of personal financial adviser or client data were otherwise to occur, the Group could face liability under data protection laws, sanctions and increased supervision by its regulators. As well as giving rise to potential liability, any enquiries made, or proceedings initiated by, financial advisers, clients or regulators could require the Group to incur significant expenditure and divert the attention of the Senior Managers from the day-to-day management of the Group.

In addition, the Group could be the target of cybercrime and other fraudulent activity. Because techniques used to obtain unauthorised access to, or sabotage, systems change frequently, are becoming ever more sophisticated and may not be known until launched against the Group or its third party service providers, the Group may be unable to anticipate these attacks or to implement adequate preventative measures.
Any actual or perceived breach of security could significantly disrupt the Group's operations; damage the Group's reputation; expose it to a risk of loss, fine, sanction or litigation and possible liability and loss of financial advisers and/or clients; require the Group to expend significant capital and other resources to seek to alleviate problems caused by such breaches; and have a material adverse effect on the Group's business, results of operations and financial condition.
The successful operation of the Group's business depends upon maintaining the integrity of the Group's computer, communication and information technology systems. These systems and operations are vulnerable to damage, breakdown or interruption from events, some of which are beyond the Group's control. While the Group has security measures and business continuity and disaster recovery plans designed to mitigate the effects of any such events, should they occur, there can be no guarantee that such measures or plans will protect the Group from all potential damage, breakdown or interruption arising from any of the events described above.
The Group's operations are dependent upon the experience, skills and knowledge of its Directors, other Senior Managers and key employees. The loss of, or inability to recruit, key personnel could have an adverse effect on the Group's business, results of operations and financial condition.
The Group is dependent, in part, upon the UK financial advisory community and, in particular, the financial advisers that use Transact to manage their clients' financial plans. There can be no guarantee that the Group will be able to continue to maintain good, longstanding relationships with its advisory base and could lose advisory relationships as a consequence of consolidation and vertical integration in the financial advisory market, closure of advisory firms, or financial advisers switching to the Group's competitors due to lower charges or other incentives. The loss or deterioration of the Group's relationships with its financial advisers could have a material adverse effect on the Group's business, results of operations and financial condition.
The market in which the Group operates is characterised by continued improvements in operational infrastructure resulting from changes in financial adviser and client requirements and preferences; frequent product, wrapper and functionality introductions which may require the deployment of new technologies; and the emergence of new industry standards and practices. Failure to keep pace with such developments could have an adverse impact on the Group's results of operations.

		The Group is subject to regulation and benefits from regulatory approvals. Any failure to comply with regulation or to maintain required approvals may lead to financial penalties, public censures and other reputational damage, all of which may have a negative impact on the Group's ability to carry on its business. In addition, such regulations and approvals may change, making compliance more onerous.
		Because of the nature of its business, the Group is also exposed to risks associated with changes in regulation, government policy, including as to taxation. Changes in regulation, legislation and policy can affect investment behaviour, making investment generally, and specific kinds of investment products and wrappers in particular, either more or less appealing, which, in turn, could alter the way in which financial advisers manage their customers' portfolios and make the services provided by the Group either more or less attractive. Furthermore, future actions by the governments of the UK, the Isle of Man and/or Australia to increase corporation tax rates or, in the case of the Isle of Man, to introduce a corporation tax rate, or to impose new or additional taxes, as well as changes to the interpretation of tax laws, regulation, guidance and practice, would, or could, reduce the Group's profitability.
		The Group's capital requirements, which are currently funded entirely from cash generated by the Group's operations, depend upon numerous factors, including the requirement to maintain a minimum level of regulatory capital in its Regulated Subsidiaries. If the Group's capital requirements in the longer term were to vary materially from those the Directors currently anticipate, or if it becomes a requirement to hold regulatory capital in relation to other areas of the Group's activities, the Group might require financing, which it may not be able to obtain on commercially acceptable terms or at all.
D.3	Key information on the key risks (Shares)	Substantial future sales of Ordinary Shares, particularly once lock-up arrangements expire, could affect the market price of the Ordinary Shares.
		There is not currently a trading market for the Shares and there can be no assurance that an active trading market will develop or, if one does develop, that it will be maintained.
		The trading price of the Shares may fluctuate in response to various factors, many of which are outside the Group's control.
		There are no guarantees that the Company will pay dividends or the level of any such dividends. The Company's ability to pay dividends depends on the continued payment to it of dividends and other income from the Subsidiaries.

	Section E – Offer
E.1	Net proceeds and expenses	Through the sale of the Offer Shares pursuant to the Offer, it is expected that the Selling Shareholders will receive net proceeds of approximately £175.0 million (after deducting placing commissions and amounts in respect of stamp duty and/or SDRT estimated to be up to approximately £2.7 million).

		The Company will not receive any portion of the net proceeds resulting from the sale of the Offer Shares by the Selling Shareholders in the Offer.
		No expenses or taxes (including, stamp duty and/or SDRT) will be charged to the purchasers of Offer Shares by the Company or the Selling Shareholders.
E.2	Reasons for Offer and use	The Directors believe that the Offer and Admission will:
	of proceeds	• enable Selling Shareholders to realise, in whole or in part, their investment in the Company;
		• create a liquid market in the Ordinary Shares for existing Shareholders; and
		• provide the Company with access to the capital markets to aid future growth, if required.
E.3	Terms and conditions	The Offer comprises 90,631,302 Offer Shares to be sold at the Offer Price of 196 pence each.
		Under the Offer, the Offer Shares are being offered for sale to certain institutional and other investors in the UK and elsewhere outside the United States in reliance on Regulation S under the Securities Act.
		Admission is expected to become effective, and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange, at 8.00 a.m. on 2 March 2018.
		The Offer is subject to the satisfaction of conditions contained in the Placing Agreement. These conditions include conditions which are customary for transactions of this type (including Admission becoming effective by no later than 8.00 a.m. on 2 March 2018 (or such later time and/or date as the Company and Peel Hunt may agree, not being later than 8.00 a.m. on 16 March 2018) and the Placing Agreement not having been terminated prior to Admission).
		The Offer will not be underwritten. Peel Hunt will use its reasonable endeavours to place the Offer Shares, but is under no obligation to purchase them if suitable placees cannot be found (save to the extent that, having procured any purchaser for the Offer Shares, such purchaser fails to make payment for the Offer Shares in accordance with the terms of the Offer and Peel Hunt is unable to procure any other purchaser(s) therefor).
		The Placing Agreement has been entered into between the Company, the Directors, the Selling Shareholders and Peel Hunt. It provides for Peel Hunt to be paid commissions in respect of the Offer Shares placed. Any commissions received by Peel Hunt may be retained, and any Offer Shares acquired by Peel Hunt may be retained or dealt in, by Peel Hunt for its own benefit.
		Allocations of the Offer Shares among prospective investors will be finally determined by Peel Hunt (after consultation with the Company) in accordance with an allocation policy to be determined by the Company and Peel Hunt.
		None of the Ordinary Shares may be offered for sale or purchase or be delivered, or be sold or delivered, and this Prospectus and any other offering material in relation to the

		Offer and the Ordinary Shares may not be circulated, in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration.
E.4	Material interests	Save as set out at B.6 above, there are no interests known to the Company that are material to the Offer or Admission or which are conflicting interests.
E.5	Names of persons offering to sell securities	90,631,302 Offer Shares will be sold by the Selling Shareholders pursuant to the Offer.
	Lock-up arrangements	Lock-up arrangements Pursuant to the Placing Agreement, the Company has given certain undertakings to Peel Hunt, including an undertaking that it will not, save pursuant to the Share Incentive Schemes or otherwise without the prior written consent of Peel Hunt (such consent not to be unreasonably withheld or delayed), offer, issue, sell, contract to sell, issue options in respect of, or otherwise dispose of, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with substantially the same effect as any of, or agree to do any of, the foregoing during the period of 12 months from the date of Admission.
		Pursuant to the lock-up arrangements set out in the Placing Agreement, each of the Principal Selling Shareholders (who will continue to hold Ordinary Shares at Admission) (other than Directors and Senior Managers) has agreed that during the period of 180 days from the date of the Placing Agreement, he or she or it will not (and will procure that his, her or its "connected persons" will not), directly or indirectly, unconditionally or conditionally, transfer, sell, assign, swap, charge, mortgage, pledge, grant options or other rights over, encumber or otherwise dispose of (or agree to do any of the foregoing) in respect of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares, without the prior written consent of Peel Hunt, or otherwise subject to certain customary exceptions.
		Pursuant to the lock-up arrangements set out in the Placing Agreement (and a separate lock-up agreement between the Company, the Senior Managers and Peel Hunt, in the case of the Senior Managers), each of the Directors and Senior Managers (who will continue to hold Ordinary Shares at Admission) has agreed that during the period of 12 months from the date of the Placing Agreement, he or she or it will not (and will procure that his, her or its "connected persons" will not), directly or indirectly, unconditionally or conditionally, transfer, sell, assign, swap, charge, mortgage, pledge, grant options or other rights over, encumber or otherwise dispose of (or agree to do any of the foregoing) in respect of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares

		without the prior written consent of Peel Hunt, or otherwise subject to certain customary exceptions.
E.6	Amount and percentage of dilution	Not applicable. No new Ordinary Shares will be issued pursuant to the Offer.
E.7	Estimated expenses charged to investors	Not applicable. Other than in respect of expenses of, or incidental to, Admission and the Offer which will be paid by the Company and/or the Selling Shareholders, there are no commissions, fees, expenses or taxes (including, without limitation, stamp duty or SDRT) to be charged to investors by the Company or the Selling Shareholders under the Offer.

RISK FACTORS

Investing in and holding Ordinary Shares involves financial risk. Prior to investing in the Ordinary Shares, prospective investors should consider carefully the factors and risks associated with any such investment, the Group's business and the industry in which it operates, together with all other information contained in this Prospectus including, in particular, the risk factors described below.

Prospective investors should note that the risks relating to the Group, its business and industry and the Ordinary Shares summarised in the section of this Prospectus headed "Summary" are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the 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 about key risks summarised in the section of this Prospectus headed "Summary" but also, among other things, the risks and uncertainties described below.

The risks and uncertainties described below comprise those that are known to the Directors and which they consider to be material. However, the risks and uncertainties described below do not comprise an exhaustive list and do not necessarily include or explain all of the risks associated with the Group, its business and the industry within which it operates or an investment in the Ordinary Shares and should be used as guidance only.

Additional risks and uncertainties relating to the Group and/or the Ordinary Shares that are not currently known to the Directors, or which the Directors currently deem immaterial, may arise or become (individually or collectively) material in the future and may have a material adverse effect on the Group's business, prospects, results of operations and/or financial condition and, if any such events should occur, the price of the Ordinary Shares may decline and investors could lose part or all of their investment.

Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances. Investors should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice if they do not understand this Prospectus (or any part of it).

Risks relating to the Group's business and the industry in which it operates

1. The Group's business may be adversely affected by fluctuations in the capital markets as well as economic, political and market factors that are beyond the Group's control

Fluctuations in capital markets may adversely affect the value of the FUD on Transact from which the Group derives revenues, as well as investor confidence. A dramatic or sustained decline in capital markets may: (i) reduce the value of the FUD held on the Platform; (ii) prompt clients (in conjunction with their financial advisers) not to allocate further savings to the capital markets or withdraw funds from the Platform; and (iii) make it more difficult for financial advisers to attract new clients to manage through the Platform, all or any of which could have a material adverse effect on the Group's business, results of operations and financial condition.

The Group's revenue and business performance are directly influenced by fund inflows on to, and FUD on, the Platform, as well as transactions in securities being effected through the Platform. The value of FUD is affected by general downward economic pressures. A general deterioration in the global economy, and the UK economy in particular, including as a result of uncertainty caused by the UK's exit from the EU (see the risk factor headed "Regulatory and other changes resulting from the UK's exit from the EU could impact the Group's results" below for further information) may have a negative impact on the disposable income of clients and the amount of individual savings that are likely to be able to be invested, and managed, through the Platform. The Group generates revenues in the form of commissions received on an annual or other recurring basis calculated by reference to the value of FUD on the Platform.

2. The Group's principal market, being the financial adviser platform market, is competitive

The Group's competitors include global, national and local financial services, insurance, asset or fund management and other financial services firms that have B2B investment platform operations as well as operators of D2C platforms.

The Group has, to date, been successful in competing, and intends to continue to compete, primarily on the basis of the capability of its technology; its "premium", high touch client service offering and attendant ability to service complex or bespoke client needs; its hard-earned business reputation in the financial advisory community; and the broad range of tax wrappers and financial investment products that it offers, which the Directors believe is unrivalled amongst its competitors. While these are all important factors in influencing the advisory community's platform selections, nevertheless, the UK intermediary wrap platform market remains price-sensitive and there can be no assurance that the Group's competitors will not reduce their fees, or rebalance their charging structures, in order to seek to win business from the Group or increase market share. This is particularly the case for those of the Group's competitors that are substantially larger, and have at their disposal significantly greater financial resources, than the Group. Any of these factors may result in financial adviser and client losses, fund outflows or further downward pressure on the charges that the Group is able to make.

In addition, the growth strategy of the Group depends, in part, upon the addition of new advisory relationships (and securing fund inflows from their clients on to Transact) as well as expanding the on-platform monies from clients of its financial adviser users. The UK platform market is becoming increasingly vertically integrated as financial services firms, asset managers and other platform operators seek to consolidate the client-facing elements of the retail savings and investment process through acquisitions of financial advisory firms (and moving FUD from other platforms on to their own platforms). If this trend continues, then the Group may lose advisory relationships and suffer fund outflows from its Platform or fail to secure fund inflows on to its Platform.

Competition in the UK financial adviser platform market may also intensify further in response to advisory and, to a lesser extent, client demand. In addition, technological changes and advances, the impact of further consolidation in the UK platform market and the wider financial services sector, the entry of new players into the market and the emergence of new tax wrappers and financial products, including as may be encouraged by the UK Government, regulatory actions and the introduction of new regulatory requirements may increase competitive pressures.

Any failure by the Group to maintain its differentiated platform proposition, and to compete effectively in the UK financial adviser market, could lead to a reduction in the Group's margins, a loss of business or a failure to win new business, each of which could have a material adverse effect on the Group's results of operations and financial condition.

3. The Group's operations are susceptible to cybercrime and loss of personal data which could damage the Group's reputation

The Group is subject to strict data protection and privacy laws in the UK. The Group processes personal financial adviser and client data (including name, address and bank details) as part of its business. Such laws restrict the Group's ability to collect and use personal information relating to both financial adviser users of its Platform and clients and potential financial adviser users and clients, including the use of that information for marketing purposes.

The Group's policies and procedures relating to data protection regulations and the prevention of cyber-theft may not be successful in mitigating the risk that data controlled by the Group could be wrongfully appropriated, lost, disclosed, stolen or processed in breach of data protection laws. If the Group, or any of the third party service providers on which it relies, fails in future to process, store or transmit financial adviser or client information in a secure manner, or if any loss of personal financial adviser or client data were otherwise to occur, the Group could face liability under data protection laws, financial services regulations, sanctions and increased supervision by its regulators. Any change in the frequency or manner in which breaches of data privacy legislation are investigated, enforced or sanctioned by applicable regulators could result in the Group being subjected to claims from financial advisers and clients that it has infringed their privacy rights as well as facing administrative proceedings (including criminal proceedings) initiated by the Information Commissioner's Office or other regulators in the UK.

In addition, the Group could be the target of cybercrime and other fraudulent activity, including ransomware attacks, denial of service attacks, viruses, malicious software, break-ins, phishing attacks and other forms of attack by cybercriminals and other actors (including state-sponsored groups). Such attacks may jeopardise the security and availability of information stored in, and transmitted by, the Group's systems or those that the Group otherwise maintains. Any enquiries made, or proceedings initiated by, financial advisers, clients or regulators may give rise to liability for the Group and may also lead to negative publicity and damage the Group's reputation, which may result in the loss of the goodwill of financial advisers and clients and deter new financial advisers and clients from using Transact. This risk may be exacerbated by changes in data protection law, such as the coming into force of the GDPR (see the risk factor headed "The Group is subject to regulation and benefits from regulatory approvals. The Group may fail, or be held to have failed, to comply with regulations. In addition, such regulations and approvals may change, making compliance more onerous" below).

Breaches of the Group's cybersecurity measures could result in any of the following: denial-ofservice or other interruptions to the Group's business operations; unauthorised access to the Group's systems; unauthorised access to, and misappropriation of, information or data, including confidential or proprietary information about the Group, third parties with whom the Group does business or financial advisers and clients that use the Platform or the Group's proprietary systems; viruses, worms, spyware or other malware being placed in the Group's systems; or deletion or modification of financial adviser or client information. Because techniques used to obtain unauthorised access to, or sabotage, systems change frequently, are becoming ever more sophisticated and may not be known until launched against the Group or its third party service providers, the Group may be unable to anticipate these attacks or to implement adequate preventative measures.

Any actual or perceived breach could significantly disrupt the Group's operations; damage the Group's reputation; expose it to a risk of loss, fine, sanction or litigation and possible liability and loss of financial advisers and/or clients; require the Group to incur significant expenditure and divert the attention of the Senior Managers from the day-to-day management of the Group in order to seek to resolve problems caused by such breaches; and have a material adverse effect on the Group's business, results of operations and financial condition.

4. The Group's operational infrastructure may be affected by failures, damage, breakdown or interruption from events, some of which are beyond the Group's control

The successful operation of the Group's business depends upon maintaining the integrity of the Group's computer, communication and information technology systems. These systems and operations are vulnerable to damage, breakdown or interruption from events, some of which are beyond the Group's control, such as fire, flood and other natural disasters; power loss or telecommunications or data network failures; improper or negligent operation of the Group's systems by employees or service providers, or unauthorised physical or electronic access; and interruptions to internet system integrity generally as a result of cyber-attacks by computer hackers or viruses or other types of security breaches. Modifications or upgrades to any information technology systems could result in an interruption to the Group's business. While the Group has security measures and business continuity and disaster recovery plans designed to mitigate the effects of any such events, should they occur, there can be no guarantee that such measures or plans will protect the Group from all potential damage, breakdown or interruption arising from any of the events described above.

The occurrence of any such damage, breakdown or interruption could cause material disruption to the operations of the Group and harm its business, financial condition and reputation as well as deterring financial advisers and clients from using its services.

5. The Group is dependent upon the continued services of its Senior Managers and other key employees for the growth and success of the business

The Group's operations are dependent upon the experience, skills and knowledge of its Senior Managers and other key employees who are the architects and implementers of the Group's strategy and are important to its ability to attract and retain its clients, business and staff.

The loss of the Group's Senior Managers and/or other key employees, or the inability to recruit suitably experienced, qualified and trained staff, as needed, may cause significant disruption to the Group's business, which could have a material adverse effect on the Group's business, results of operations and financial condition. The Group does not believe it is necessary to have key man insurance in place in relation to any of its Directors, other Senior Managers or employees.

6. Most of the Group's revenue is derived from financial advisers using Transact to manage their clients' financial plans and the Group is therefore exposed to risks relating to its relationships with financial advisers

The Group is dependent, in part, upon the UK financial advisory community and, in particular, the financial advisers that use Transact to manage their clients' financial plans. As at 30 September 2017, the largest amount of FUD with a single financial adviser firm was approximately £399 million and the top 10 financial adviser firms accounted for approximately £2.9 billion (circa 10 per cent.) of FUD as at the same date.

Whilst the Group has been able to maintain good, longstanding relationships with its advisory base, there can be no guarantee that this will continue in the future.

The Group could lose advisory relationships as a consequence of consolidation and vertical integration in the financial advisory market (see the risk factor headed "The Group's principal market, being the intermediary wrap platform market, is competitive" above); closure of advisory firms; or financial advisers switching to the Group's competitors due to lower charges or other incentives. The loss or deterioration of the Group's relationships with its financial advisers, particularly those responsible for placing significant investment business on Transact, could have a material adverse effect on the Group's business, results of operations and financial condition.

Moreover, financial advisers are currently a major route to market in the UK for financial and investment products. Were this to change for any reason, for example, as a result of regulatory changes which had the effect of restricting the promotion and/or sale of financial products through intermediaries or as a consequence of technological or other market developments which lessened the importance of intermediaries and increased direct-to-consumer sales, the Group would have to adapt its platform and business model to address such developments. This could involve it expending significant capital and suffering a reduction in revenue while it adapted to the changes, all of which could have a material adverse effect on its business, results of operations and financial condition.

7. The markets in which the Group operates are characterised by continued improvements in operational infrastructure. Failure to keep pace with such changes could have a material adverse effect on the Group's business, results of operations and financial condition

The Group's success depends, in part, upon its ability to store, retrieve, process and manage substantial amounts of information. To achieve its strategic objectives and to remain competitive, the Group intends to continue to develop, invest in, monitor, manage and enhance its information systems, which may require the acquisition of equipment and software and the development, either internally (as currently) or externally, of new proprietary software.

In addition, the market in which the Group operates is characterised by continued improvements in operational infrastructure resulting from changes in financial adviser and client requirements and preferences; frequent product, wrapper and functionality introductions which may require the deployment of new technologies; and the emergence of new industry standards and practices.

There can be no assurance that the Group will be able to continue to design, develop, implement or utilise information systems that provide the capabilities necessary for the Group to compete effectively or to anticipate and respond to the demand for new platform functionality, features and technologies, or for new investment products and/or wrappers to be made available on the Platform, in each case in a timely and cost-effective manner or at all.

The Group's failure to meet any of these demands could have a material adverse effect on its business, results of operations and financial condition.

8. The technology underpinning Transact is maintained and developed in-house

The Directors decided to bring the technology underpinning its successful platform offering fully in-house. However, while the Directors believe that the Group's ownership of its platform technology and in-house control of its maintenance and development give rise to significant benefits not available to its competitors (which are described in more detail in paragraph 4 of Part 2 of this Prospectus), there are nevertheless a number of risks associated with this approach.

The principal information technology systems underpinning the Platform run on bespoke software designed and written by staff within the Group and/or the use of open source software. As such, the Group is reliant upon its own resources and its own staff for the maintenance and repair of such systems and also their development and upgrading in a way which keeps pace with the market generally (see the risk factor headed "The markets in which the Group operates are characterised by continued improvements in operational infrastructure. Failure to keep pace with such changes could have a material adverse effect on the Group's business, results of operations and financial condition" above) and in compliance with open source licence terms. Consequently, the Group may not benefit from economies of scale that may be available to platform operators whose platforms are based on more generic software and systems licensed to them (as well as to other participants in the market) by third party providers or from the ability to rapidly deploy additional capacity and could also be vulnerable to the departure of certain key staff in this area and to any inadequacies in its internal operational and/or instructional manuals relating to such systems.

9. The Group may be materially adversely affected by mistakes and/or misconduct by its personnel, including non-compliance with regulatory procedures or by any errors or omissions in any work undertaken previously by the Group

The Group's personnel may make errors or omissions during the course of providing the Group's services, make misrepresentations, breach applicable laws or regulations in the course of their duties or engage in other improper acts. The Group has systems in place designed to mitigate and limit the impact of these risks; however, such systems may fail to detect or prevent such acts. Such acts by the Group's personnel could lead to losses for both financial advisers and clients, litigation, reputational damage, regulatory action or financial costs where such costs are not covered by insurance or to other regulatory censures or restrictions both of the Group and the individual employee concerned, including the suspension or withdrawal of any authorisations that the relevant employee may require in order to perform his duties. Similar risks may arise in connection with work undertaken historically by the Group. Errors or omissions often do not come to light for some time after they are made. Any current or historical errors, omissions, breaches or misconduct by the Group or its personnel in connection with the provision of its services, could have a material adverse effect on the Group's business, results of operations and financial condition.

10. The Group may not achieve levels of growth consistent with those that it has achieved historically

Since the launch of Transact in 2000, the Group has achieved growth year-on-year. However, there can be no assurance that the Group will be able to continue this growth in the future or that it will be able to maintain its financial performance either at historical or anticipated future levels.

The Group may experience capacity constraints in its ability to expand and enter into transactions or undertake initiatives in furtherance of its growth objectives which may not complete or succeed.

There is therefore no guarantee that the Group will be able to implement its strategy for growth successfully. The Group may also incur significant costs attempting to implement its growth strategies and initiatives and the Senior Managers could be diverted away from existing business functions in its attempts to implement these strategies and initiatives. This could lead to the Group suffering reputational damage and a loss of financial advisers and clients and could have a material adverse effect on the Group's business, results of operations and financial condition.

11. The Group may suffer losses and its insurance arrangements may not be adequate

The Group's operational infrastructure is susceptible to damage, breakdown or interruption from a variety of events (see the risk factor headed "The Group's operational infrastructure may be affected by failures, damage, breakdown or interruption from events, some of which are beyond the Group's control" above for further information). Although the Group maintains insurance cover that includes property damage and business interruption, full recovery under insurance policies may not be possible in every case, and the loss resulting from damage, breakdown or interruption to operations may exceed policy limits. A loss of business continuity could have a material adverse effect on the Group's business, results of operations and financial condition.

In addition, the Group's business gives rise to the risk of liability related to litigation from financial advisers and/or their clients or third parties and actions taken by regulatory authorities. There can be no assurance that a claim or claims will be covered by insurance or, if covered, will not exceed the limits of available insurance coverage, or that any insurer will remain solvent and will meet its obligations to provide the Group with coverage or that insurance coverage will continue to be available with sufficient limits at a reasonable cost. Renewals of insurance policies may expose the Group to additional costs through higher premia or the assumption of higher deductibles or claims thresholds. The future costs of maintaining insurance cover or meeting liabilities not covered by insurance could have a material adverse effect on the Group's business, results of operations and financial condition.

Risks relating to regulation to which the Group is subject

12. The Group is subject to regulation and benefits from regulatory approvals. The Group may fail, or be held to have failed, to comply with regulations and such regulations and approvals may change, making compliance more onerous and costly

The FCA, PRA and IoMFSA are the primary regulators for the Regulated Subsidiaries. The withdrawal of, or an amendment to, any regulatory approval required by the Regulated Subsidiaries or any of their Directors or employees for the Group's business could result in the cessation of, or an adverse change in, the Group's business or part thereof.

In addition, regulatory changes may make regulatory compliance more onerous. There are a number of recent, and known forthcoming, regulatory changes.

There has been an increased focus in the EU on the fair treatment of customers, in particular on the way in which the insurance industry and fund management industry sells and administers insurance policies, interests in investment funds and other products or services, including investment advice, which has led to the introduction of MiFID II, PRIIPS and the IDD, each of which is more particularly described below and in paragraph 2.6.5 of Part 4 of this Prospectus.

MiFID is the EU legislation that regulates firms that provide services to clients linked to "financial instruments" and the venues where those instruments are traded. MiFID II came into effect on 3 January 2018 and impacts the Regulated Subsidiaries. It introduced additional transaction reporting requirements, requiring changes to systems to capture the data governing transactions which companies within the Group execute; new product governance requirements, which, again, have required systems changes to ensure appropriate information sharing to ensure that financial instruments are distributed to the correct "target market"; new disclosure requirements; enhanced rules on inducements; new duties regarding the determination of whether products distributed on an execution-only basis are "appropriate" where such products are treated as "complex"; new rules on best execution disclosure; additional rules on corporate governance and the protection of client assets; and more onerous requirements on the retention and retrieval of records. The prioritising of the implementation of the technological changes required to enable the Group to comply with the new regime has meant, and may continue to mean, that other business-enhancing and/or cost saving systems developments have been, and may be, delayed.

With respect to the FCA's Approved Persons Regime, in 2018 the SMCR will be extended to include all authorised firms, including the Regulated Subsidiaries to the extent not already covered by the SIMR (which will be combined with the SMCR). The Regulated Subsidiaries will not only be subject to more onerous requirements, but may also have difficulty attracting and retaining senior managers willing to take on additional regulatory risk.

The IDD (due to be implemented in October 2018) will expand the amount of information to be provided to clients who buy, and will increase the professional requirements of those who sell, insurance. The Group carries on some insurance mediation and the changes will require the implementation of changes to sales processes and the provision of additional staff training in some areas which, again, have involved, and will continue to involve, the Group incurring additional costs.

The FCA has in the past made, and may in the future make, enquiries of companies operating within its jurisdiction regarding compliance with regulations governing the conduct of business or the operation of a regulated business (including the degree and sufficiency of supervision of business) and the handling and treatment of clients or conduct investigations where it is alleged that regulations have been breached. The FCA, or other regulators, could conclude that the Regulated Subsidiaries, or their employees, have breached applicable regulations or regulatory principles or have not undertaken corrective action as required and commence regulatory proceedings which could result in a public reprimand to or fines or other regulatory sanctions being imposed upon one or more entities within the Group or any of the Directors or certain of the Regulated Subsidiaries' employees. Regulatory proceedings could result in adverse publicity or negative perceptions regarding the Group, restrictions on business activities or key personnel and fines and other penalties, any of which could result in a loss of revenues and profits, as well as diverting the attention of the Senior Managers from the day-to-day management of the Group.

In the Isle of Man also, additional regulatory changes may make regulatory compliance more onerous. There are a number of recent and known forthcoming regulatory changes, each of which is more particularly described in paragraph 3 of Part 4 of this Prospectus.

The Group is subject to other laws and regulations, including in respect of data protection, as it holds significant amounts of confidential financial adviser and client data (see the risk factor headed "The loss or unintended disclosure of sensitive personal data could damage the Group's reputation" above). The GDPR is likely to increase compliance requirements on all those who process personal data, including the Group, and will introduce new rules about consent, data portability, the right to be forgotten and notification of all breaches to the Information Commissioner. Further, the Information Commissioner will have wider powers of enforcement and will have the ability to levy increased levels of fines of up to four per cent. of the annual worldwide turnover of company groups in the event of a breach. The GDPR is likely to increase the regulatory burden on the Group in processing personal financial adviser, client, employee and other data in the conduct of its business and to increase the potential sanctions available in the event of a breach. Again, the changes to systems and procedures required to enable the Group to comply with the new regime has meant, and may continue to mean, at least some other business-enhancing and/or cost saving systems developments have been, and may be, delayed.

The Group is required to maintain a minimum level of regulatory capital for its three Regulated Subsidiaries (see the risk factor headed "The Group may require additional capital in the longer term, depending on factors such as regulatory changes. Such additional capital may not be available or may only be available on unfavourable terms" below).

Any breaches of the laws and regulations to which the Group is subject, or to which it will or could become subject, could result in the incurrence of liability by the Group and such liability may not be subject to any limitations. As well as damaging the Group's reputation, liability attaching to the Group resulting from breaches of laws and regulations may have a material adverse effect on the Group's business, results of operations and financial condition.

In addition, following Admission, the Group will be subject to increased regulatory obligations as a result of being listed and the Directors and other Senior Managers will need to devote time to ensure that the Group complies with the new public company reporting obligations and corporate governance practices to which it will be subject. Such compliance will also incur legal, accounting and other expenses to which the Group was not exposed in the private company environment. There can be no assurance that, in an environment where the entire Group is subject to greater scrutiny and disclosure requirements, it will be able to manage its operations in the same manner as it has done as a private business under private ownership. Moreover, any material breach of the regulatory obligations referred to above following Admission could give rise to regulatory sanction or censure, financial penalties and, potentially, have a significant adverse impact on the Group's reputation, which, in turn, could have a material adverse effect on the Group's business, results of operations and financial condition.

13. The Group is exposed to the risk of changes in taxation legislation and its interpretation and to increases in the rate of corporation and other taxes applicable to financial institutions

Changes in taxation legislation can affect investment behaviour, making investment generally, and specific kinds of investment products and wrappers in particular, either more or less appealing. The Group cannot predict the impact of future changes made to taxation legislation on its business nor can it predict the impact of future changes made to tax law on the attractiveness of the tax wrappers and financial products that it makes available on Transact. Amendments to existing legislation (such as the withdrawal of tax reliefs, increases in tax rates or the introduction of new taxes) or the introduction of new rules may impact upon the way in which financial advisers that use Transact manage their clients' investment portfolios as well as the investment decisions of clients themselves. Changes from time to time in the interpretation of existing tax laws, regulation, guidance and practice, amendments to existing tax rates, or the introduction of new tax legislation, regulation, guidance and practice could have a material adverse effect on the Group's business, results of operations and financial condition.

In addition, all of the tax wrappers offered by the Group are based upon, and subject to, current tax law, which is influenced by present government policy. There can be no assurance that tax law and associated government policy will stay the same in the future and material changes in such laws and policies could have an impact on the levels of assets under administration under such schemes. This, in turn, could have a material adverse effect on the Group's business, results of operations and financial condition.

Furthermore, the Group's activities are conducted within the UK, the Isle of Man and Australia and it is therefore subject to a range of UK and Australian corporation taxes at various rates. Future actions by the governments of the UK, the Isle of Man and/or Australia to increase corporation tax rates or, in the case of the Isle of Man, to introduce a corporation tax rate, or to impose new or additional taxes, would reduce the Group's profitability. Revisions to tax legislation, or to its interpretation, might also affect the Group's financial condition in the future.

14. The Group's business is subject to risks relating to changes in government policy and applicable regulations affecting the UK financial adviser platform market and related matters

The UK financial adviser platform market is sensitive to changes in the policy of the UK Government and UK regulators, such as the FCA and PRA. For example, certain policies have been implemented to provide savers with greater flexibility in accessing their pensions by removing the requirement to purchase an annuity and to widen ISA applicability, which changes, on the whole, have been positive for platforms.

In July 2017, the FCA announced its intention to undertake a market study into the investment platforms market which is intended to assess whether competition between investment platforms works in the interests of consumers. In particular, the FCA will assess: (i) how platforms compete on the price and quality of the services and products that they offer and the products over which they have influence; and (ii) whether platform investment solutions offer investors value for money.

Any new governmental policies or regulatory requirements introduced in relation to the UK financial adviser platform market, or the introduction of any additional regulation or changes to existing regulation in relation to aspects of the Group's business which are already regulated (or, indeed, the introduction of any new regulation in relation to aspects of the Group's business which are not currently regulated), may, whether inadvertently or by design, have the effect of making platforms either more or less attractive as a mechanism for individual wealth management and, potentially, either increase or decrease fund inflows on to platforms. Any changes which are negative for the platform market, or perceived to be negative, could therefore have a material adverse effect on the Group's prospects and growth strategy, as well as its business, results of operations and financial condition.

15. The Group may require additional capital in the longer term, depending on factors such as regulatory changes. Such additional capital may not be available or may only be available on unfavourable terms

The Group's capital requirements, which are currently funded entirely from cash generated by the Group's operations, depend upon numerous factors, including the requirement to maintain a minimum level of regulatory capital in its Regulated Subsidiaries.

The regulatory capital requirements of the Group's three Regulated Subsidiaries are determined using a combination of internal and external models to suit the particular circumstances and risks within each Regulated Subsidiary's business and to take account of all applicable regulatory capital rules. The results of these individual models are then consolidated into the Group's internal model where they are checked to ensure that all three Regulated Subsidiaries continue to be solvent and that the Group's regulatory capital requirement is, and continues to be, met at all times. This modelling exercise is subject to the limitations common to all complex modelling exercises and is subject to the accuracy, completeness and integrity of the data that is inputted into it. It is also necessary for certain estimates, assumptions and judgments to be made by the Directors and other Senior Managers where data are incomplete or ambiguous. Accordingly, the Group's regulatory capital requirement, as modelled, may not provide an accurate projection of the capital the Group will, in fact, need in the future.

If the Group's capital requirements in the longer term were to vary materially from those which the Directors currently anticipate, or if it becomes a requirement to hold regulatory capital in relation to other areas of the Group's activities, the Group might require financing. There can be no assurance that the Group will be able to raise additional funds, whether in the form of debt or equity, when needed or that such funds will be available on terms favourable to the Group.

A number of factors, including conditions in the credit, debt and equity markets and general economic conditions, may make it difficult for the Group to obtain additional financing or raise capital on favourable terms or at all. If, in the longer term, the Group fails to raise additional funds when needed or to obtain such funds on favourable terms, it could have a material adverse effect on the Group's business, results of operations and financial condition.

16. The Group's operations are dependent on the wider financial services industry, power providers and telecommunications operators and any material failure in financial services systems and the Group's network infrastructure would materially adversely affect the Group's ability to conduct its business

The Group's operations rely on products and services provided by a number of third parties and changes in their availability or their loss could have an adverse impact on its business, results of operations and financial condition.

The Group is dependent on a number of data providers and stock exchanges to provide market prices, asset valuations and other information necessary for the operation of its business. There can be no guarantee that any of these providers will be able to meet the Group's needs or to continue to provide these services in an efficient, cost-effective manner, or at all. In addition, the Group pays fees to data providers in connection with its business. While the Group has entered into contractual arrangements with several providers of information for the provision of market data and asset valuations, there can be no guarantee that the current fees payable pursuant to such arrangements are any indication of the future fees that may be levied or that such contractual arrangements may be renewed in the future. Moreover, in the event that such providers of information fail to fulfil their contractual obligations, as a result of events outside their control or otherwise, the Group will not be able to make the relevant information available through its Platform, which could have an adverse impact on its own service provision and, in turn, an adverse effect on its business, results of operations and financial condition.

In particular, a single data provider aggregates and provides pricing data for approximately 85 per cent. of the products on the Platform. If this data provider ceased its operations for any reason or otherwise stopped providing pricing data to the Group, the Directors consider that the Group would be able to source alternative data supply relatively quickly and easily, it would nevertheless have some adverse impact on the Group's operations, at least in the short term, as the Group would not be able to update portfolio valuations in the interim and it would not be able to provide a reasonably current indication of price to prospective buyers of products through the Platform.

The Group also depends on the capacity and reliability of its operational infrastructure, which is, to a certain extent, provided by a range of third party suppliers such as power providers and telecommunications operators that transmit the Group's traffic over local and wide area networks and the internet. If any of these suppliers were unable to fulfil the terms of their contracts for any reason, or if they terminated their contracts with the Group and the Group could not replace them with alternative suppliers in a timely fashion and on favourable commercial terms, it could impair the quality of, or make it impossible for the Group to deliver, its own services. In addition, the networks of public telecommunications operators may experience capacity constraints causing financial advisers and their clients that use Transact difficulty in accessing it. Any material or prolonged access constraints could have a consequential adverse effect on the Group's reputation, and, in turn, a material adverse effect on its business, results of operations and financial condition.

17. Increases in the amounts that the Group is required to contribute to compensation schemes in the UK and Isle of Man in respect of authorised financial services firms that are unable to meet their obligations to clients could adversely affect its business

In the UK, the FSCS was established under FSMA and is the UK's statutory fund of last resort for clients of authorised financial services firms. The FSCS can pay compensation to clients if a PRA or FCA-authorised firm is unable, or likely to be unable, to pay claims against it (for instance, an authorised bank is unable to pay claims by depositors). The FSCS is funded by levies on firms authorised by the PRA or FCA, including IFAL and ILUK. There is an equivalent scheme in the Isle of Man to which the ILint is required to contribute.

The Group pays levies to regulatory compensation schemes based on its share of protected deposits to enable them to meet claims against them. While it is anticipated that the substantial majority of claims will be repaid wholly from recoveries from the institutions concerned, there is the risk of a shortfall, such that the schemes may place additional levies on all participants in them, including the Regulated Subsidiaries, which levies may be in significant amounts that may have a material impact on the Group's profits. In common with other financial institutions which are subject to compensation schemes, the Group also has a potential exposure to future levies resulting from the failure of other financial institutions and consequential claims which arise against the compensation schemes as a result of such failure. In addition, further costs and risks may also arise from discussions at the national level and, while the UK remains a member of the EU, the EU level around the future design of financial services compensation schemes, including increasing the scope and level of protection and moving to pre-funding of compensation schemes.

There can be no assurance that further changes will not be made to the current levies made on the Group, nor that new or additional levies will not be introduced. Were this to occur, it could lead to periods of uncertainty until the new arrangements, and levies, were finalised as well as involve the Group in incurring additional costs and liabilities which may adversely affect the Group's operating results, financial condition and prospects.

18. Regulatory and other changes resulting from the UK's exit from the EU could impact the Group's results

The process of negotiation relating to the UK's exit from the EU following the service of notice under Article 50 of the EC Treaty in March 2017 has resulted in uncertainty in relation to the eventual outcome of those negotiations, which is giving rise to some delays or deferrals of investment decisions by businesses and individuals. This uncertainty is likely to continue until further progress is made in the negotiations and more clarity is obtained in relation to the precise terms on which the UK will leave the EU, the likely form and shape of its trading relationships with the EU and other countries with whom it has, or wishes to have, significant trading relationships thereafter and the length of any transitional period prior to the UK's ultimate departure taking effect.

In addition, as a significant proportion of the current and anticipated regulatory regime applicable to the Group in the UK is derived from EU Directives and Regulations, the UK exiting the EU could materially change the legal and regulatory framework applicable to the Group's operations because the Group is no longer required to adhere to the Directives and Regulations, including in relation to its regulatory capital requirements, which could result in higher operating costs and could have a material adverse effect on the Group's business, financial condition and results of operations.

Risk relating to the Offer and the Ordinary Shares

19. Substantial future sales of Ordinary Shares could affect the market price of the Ordinary Shares

The Directors cannot predict what effect, if any, future sales of Ordinary Shares, or the availability of Ordinary Shares for future sale, will have on the market price of Ordinary Shares. Sales of substantial numbers of Ordinary Shares in the public market following the Offer, or the perception or any announcement that such sales could occur, for example, during the period immediately prior to the expiration of any lock-up arrangements, could adversely affect the market price of the Ordinary Shares and may make it more difficult for investors to sell their Ordinary Shares at a time and price which they deem appropriate, or at all. Such sales may also make it more difficult for the Company to issue equity securities in the future at a time and at a price that it deems appropriate.

Immediately following Admission, 331,322,014 Ordinary Shares will be in issue. The Principal Selling Shareholders (other than the Directors and other Senior Managers) have entered into lock-up arrangements in respect of the Ordinary Shares retained by them (and their connected persons) with effect from Admission, which are subject to customary carve-outs and will terminate 180 days after the date of the Placing Agreement. Each of the Directors and other Senior Managers has also agreed to certain lock-up arrangements, which are subject to customary carve-outs and will terminate 12 months after the date of the Placing Agreement. During the periods immediately prior to and following the end of the periods of sales restriction provided for by these lock-up arrangements, the market price of the Ordinary Shares may fall in anticipation of a sale of Ordinary Shares. Following the expiry of these arrangements, there will be no contractual restriction on the sale of the Ordinary Shares owned by the Shareholders and Directors and other Senior Managers who were previously subject to them.

The Directors cannot predict whether a substantial number of Ordinary Shares, in addition to those which will be available in the Offer, will be sold in the open market following the expiration or waiver of these restrictions. In particular, there can be no assurance that after the restrictions expire, or prior to the time when any such restrictions may be waived, such Shareholders will not reduce their holdings of the Ordinary Shares.

20. An active trading market for the Ordinary Shares may not develop or be sustained

There is presently no public trading market for the Ordinary Shares. The Company has applied to the UK Listing Authority for admission of the Ordinary Shares to the Official List and has applied to the London Stock Exchange for admission of the Ordinary Shares to its main market for listed securities. However, Admission should not be taken as implying that there will be a liquid market for the Ordinary Shares. The Directors do not know the extent to which investor interest in the Ordinary Shares will lead to the development of a trading market following Admission, how liquid that market might be or, if a trading market does develop, whether it will be sustainable. If an active and liquid trading market does not develop or is not sustained, the liquidity and trading price of the Ordinary Shares could be materially adversely affected and investors may have difficulty selling their Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the Offer Price, perhaps substantially and for a substantial period. As a result of fluctuations in the market price of the Ordinary Shares, investors may not be able to sell their Ordinary Shares at or above the Offer Price, or at all.

21. The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which will be out of the Group's control

The Offer Price may not be indicative of the market price for the Ordinary Shares following Admission. Publicly traded securities from time to time experience significant price and volume fluctuations that may be unrelated to the operating performance of the company that issued them. In addition, the market price of the Ordinary Shares may prove to be highly volatile, which may prevent Shareholders from being able to sell their Ordinary Shares at or above the price they paid for them.

The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which will be beyond the Group's control, including: variations in operating results in the Group's reporting periods; changes in financial estimates by securities analysts; changes in market valuations of similar companies; announcements by the Company of significant acquisitions, joint ventures or capital commitments; speculation, whether or not well-founded, regarding possible changes to the Directors and other Senior Managers; additions or departures of other key employees; any shortfall in revenue or net profit or any increase in losses from levels expected by securities analysts; future issues or sales of Ordinary Shares; and changes in legal and regulatory requirements. Any or all of these events could result in a material decline in the price of the Ordinary Shares. Investors may not be able to sell their Ordinary Shares at or above the Offer Price, or at all.

22. Exchange rate fluctuations may impact on the price of the Ordinary Shares

The Ordinary Shares will be quoted in, and any dividends to be paid in respect of them will be in, pounds sterling. An investment in Ordinary Shares by an investor in a jurisdiction whose principal currency is not pounds sterling exposes the investor to foreign currency exchange rate risk. Any depreciation of the pound sterling in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares or any dividends in foreign currency terms.

23. The Company may not be able to continue paying dividends at current levels, or at all, and Shareholders may earn a negative or no return on their investment in the Company

The Company's results of operations and financial condition are dependent on the trading performance of its subsidiaries. The Company is a holding company and currently conducts substantially all of its operations through its subsidiaries, and such entities generate substantially all of the Group's operating income and cash flow, with the Company having no direct operations or significant assets other than the investment in its subsidiaries. As a holding company with no independent operations, the Company is dependent on its ability to receive funds, directly or indirectly, from its operating subsidiaries in a manner which creates distributable reserves for it (as under English 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 dividends to Shareholders will therefore depend on its existing distributable reserves, future Group profitability, the ability to distribute or dividend profits from its operating subsidiaries, particularly its Regulated Subsidiary, IFAL, to the Company, the need to ensure that its Regulated Subsidiaries, including IFAL, remain adequately capitalised from a regulatory perspective, general economic conditions and other factors the Directors deem significant from time to time. In addition, because the subsidiaries are separate and distinct legal entities, they will have no obligation to pay any dividends or to lend or advance funds to the Company and may be restricted from doing so by contract, including other financing arrangements, provisions in their constitutional documents, applicable law or where the directors of such companies conclude that the payment of any dividend would not promote the success of the relevant company. These factors could limit or prohibit the payment of dividends to the Company by its subsidiaries, which could, in turn, restrict the Company's ability to pay dividends to Shareholders or, if the Company does pay dividends, the amount of such dividends. As a result, Shareholders may not receive any return on an investment in the Ordinary Shares unless they are able to sell the Ordinary Shares for a price greater than that which they paid for them.

24. The issue of additional Ordinary Shares in the Company in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings

Other than pursuant to employee share plans or similar incentive arrangements, the Company has no plans for an offering of Ordinary Shares following Admission. However, it is possible that the Company may decide to offer additional Ordinary Shares in the future. Future sales or the availability for sale of substantial amounts of the Ordinary Shares in the public market could dilute the holdings of Shareholders, adversely affect the prevailing market price of the Ordinary Shares and impair the Group's ability to raise capital through future offerings of equity securities.

25. If securities or industry analysts do not publish research or reports about the Group's business, or if they downgrade their recommendations, the market price of the Ordinary Shares and their trading volume could decline

The trading market for the Ordinary Shares may be influenced by the research and reports that industry or securities analysts publish about the Group or its business. If any of the analysts that cover the Group downgrade the Group or the Ordinary Shares, the market price of the Ordinary Shares may decline. If analysts cease coverage of the Group or fail to regularly publish reports on it, this could adversely affect the Group's profile in the financial markets, which in turn could cause the market price of the Ordinary Shares and their trading volume to decline.

26. Suitability of the Ordinary Shares as an investment

The Ordinary Shares may not be a suitable investment for all recipients of this Prospectus. Before making a final decision, prospective investors are advised to consult an appropriate independent financial adviser authorised under FSMA if such Shareholder or other prospective investor is resident in the UK or, if not, from another appropriately authorised independent financial adviser who specialises in advising on acquisitions of shares and other securities.

The value of the Ordinary Shares and the income received from them can go down as well as up and Shareholders may receive less than their original investment.

In the event of a winding-up of the Company, the Ordinary Shares will rank behind any liabilities of the Company and therefore any return for Shareholders will depend on the Company's assets being sufficient to meet the prior entitlements of creditors.

27. Shareholders outside the UK may not be able to participate in future equity offerings

In the case of certain increases in the issued share capital of the Company where Ordinary Shares are issued for cash consideration, existing holders of Ordinary Shares are generally entitled to statutory pre-emption rights to subscribe for such shares, unless such rights are waived by a resolution at a meeting of the Shareholders. However, the procedure for exercise of statutory pre-emption rights would typically be set out in documentation by which such shares would be offered to the Company's shareholders and the Articles and the Companies Act 2006 do not require such documentation to be sent directly to overseas shareholders in order for statutory pre-emption rights to be complied with, such pre-emption rights may, as a result, be difficult for overseas Shareholders to take up in practice.

In addition, US and certain other overseas Shareholders are customarily excluded from exercising any pre-emption rights they may have unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements or similar requirements in other jurisdictions thereunder is available.

The Company has no current intention to file any such registration statement and cannot assure prospective investors that any exemption from any such registration requirements would be available to enable US or other overseas Shareholders to exercise such pre-emption rights or, if available, that it will utilise any such exemption, which could lead to US or other overseas Shareholders having their shareholdings in the Company diluted.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS

The Offer statistics and dates and times in this Prospectus are subject to change at the determination of the Company, following consultation with Peel Hunt. Any such change will be publicly announced by the Company through a RIS.

Expected timetable of principal events

Event	Time and date(1)
Publication of Prospectus	27 February 2018
Commencement of conditional dealings in Ordinary Shares on the London Stock Exchange(2)	8.00 a.m. on 27 February 2018
Admission and commencement of unconditional dealings in the Ordinary Shares on the London Stock Exchange	8.00 a.m. on 2 March 2018
CREST accounts credited in respect of uncertificated Ordinary Shares	8.00 a.m. on 2 March 2018
Share certificates in respect of certificated Ordinary Shares despatched	By 9 March 2018

(1) All references to times are to London times. Each of the times and dates in the above timetable are indicative only and subject to change without further notice.

(2) It should be noted that if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

Offer Statistics

(Assuming sale of all Offer Shares)

Offer Price (pence per Ordinary Share)	196 pence
Number of Ordinary Shares subject to the Offer	90,631,302
Percentage of the Ordinary Shares subject to the Offer	approximately 27 per cent.
Number of Ordinary Shares in issue immediately following Admission	331,322,014
Estimated gross proceeds of the Offer receivable by the Selling Shareholders(1)	approximately £177.6 million
Estimated net proceeds of the Offer receivable by the Selling Shareholders(2)	approximately £175.0 million
Expected market capitalisation of the Company at the Offer Price following Admission(3)	approximately £649.4 million
Ticker Symbol	IHP
SEDOL Code	BD45SH4
ISIN of the Ordinary Shares	GB00BD45SH49
LEI	213800CYIZKXK9PQYE87

(1) The estimated aggregate gross proceeds receivable by the Selling Shareholders are stated without the deduction of the following amounts incurred by the Selling Shareholders: (i) placing commissions payable by the Selling Shareholders to Peel Hunt in connection with the Offer (which are estimated to be approximately £1.8 million (in aggregate and inclusive of amounts in respect of VAT)); and (ii) amounts in respect of UK stamp duty and SDRT payable by the Selling Shareholders in connection with the Offer (which are estimated to be approximately £0.9 million in aggregate).
(2) The estimated net proceeds receivable by the Selling Shareholders are stated after deduction of placing commissions and applicable taxes of approximately £2.7 million in aggregate.
(3) Calculated on the basis of the number of Ordinary Shares in issue at Admission. The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will be equal to or exceed the Offer Price.

DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS

Directors	Patrick Snowball, Independent Non-Executive Chairman Ian Taylor, Chief Executive Officer Alexander Scott, Chief Financial Officer Michael Howard, Executive Director Christopher Munro, Independent Non-Executive Director Neil Holden, Independent Non-Executive Director
Company Secretary	David Johnson
Registered and Head Office	29 Clement's Lane London UK EC4N 7AE
Telephone Number	+44 20 7608 4900
Financial Adviser to the Company	Evercore Partners International LLP 15 Stanhope Gate London UK W1K 1LN
Sponsor, Sole Bookrunner and Broker	Peel Hunt LLP Moor House 120 London Wall London UK EC2Y 5ET
Reporting Accountant	BDO LLP 55 Baker Street London UK W1U 7EU
Auditors to the Company	BDO LLP 55 Baker Street London UK W1U 7EU
Solicitors to the Company	Eversheds Sutherland (International) LLP One Wood Street London UK EC2V 7WS
Solicitors to the Sponsor, Sole Bookrunner and Broker	Mayer Brown International LLP 201 Bishopsgate London UK EC2M 3AF

Registrars Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

Financial Public Relations Adviser to the Company

Lansons Communications LLP 24a St John Street London EC1M 4AY

PRESENTATION OF INFORMATION

General

Investors should only rely on the information in this Prospectus and any supplementary prospectus produced to supplement the information contained in this Prospectus. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the Offer 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, the Selling Shareholders, Peel Hunt or Evercore. No representation or warranty, express or implied, is made by Peel Hunt or Evercore as to the accuracy or completeness of such information and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by Peel Hunt or Evercore as to the past, present or future. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4.1 of the Prospectus Rules, neither the delivery of this Prospectus nor any sale or purchase of Ordinary Shares pursuant to the Offer shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or the Group since the date of this Prospectus or that the information contained in this Prospectus is correct as at any time subsequent to its date.

The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media or any other person regarding the Offer, the Company or the Group. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. As required by the Prospectus Rules, the Company will update the information provided in this Prospectus by means of a supplement to it if a significant new factor that may affect the evaluation by prospective investors of the Group and/or the Offer occurs prior to Admission or if this Prospectus contains any material mistake or inaccuracy. Any supplement to this Prospectus will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules. If a supplement to this Prospectus is published prior to Admission then, to the extent provided in section 87Q of FSMA, investors shall have the right to withdraw their purchases made prior to the publication of the supplement. Such withdrawal must be made within the time limits set out in the supplement (if any) (which shall not be shorter than two working days after publication of the supplement).

The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult its, his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any purchase, or proposed purchase, of Ordinary Shares. In making an investment decision, each prospective investor must rely on its, his or her own examination, analysis and enquiry of the Company and the terms of the Offer, including the merits and risks involved.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, the Selling Shareholders, Peel Hunt, Evercore or any of their respective affiliates and representatives that any recipient of this Prospectus should subscribe for or purchase any of the Ordinary Shares. Prior to making any decision as to whether to purchase any of the Ordinary Shares, prospective investors should read the entirety of this Prospectus and, in particular, the section entitled "Risk Factors" and not just rely on key information or information summarised within it.

Investors who purchase Ordinary Shares in the Offer will be deemed to have acknowledged that: (i) they have not relied on Peel Hunt, Evercore or any Selling Shareholder or any of their affiliates or representatives in connection with any investigation of the accuracy of any information contained in this Prospectus for their investment decision; (ii) they have relied only on the information contained in this Prospectus; and (iii) no person has been authorised to give any information or to make any representation concerning the Company or the Ordinary Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by or on behalf of the Company, the Directors, Peel Hunt, Evercore or the Selling Shareholders or their respective affiliates or representatives.

None of the Company, the Directors, Peel Hunt or Evercore or any of their representatives is making any representation to any offeree or purchaser of the Ordinary Shares regarding the legality of an investment by such offeree or purchaser.

In connection with the Offer, Peel Hunt and any of its affiliates, acting as investors for their own accounts, may acquire Ordinary Shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this Prospectus to the Ordinary Shares being offered, acquired, placed or otherwise dealt with should be read as including any offer to, or acquisition, dealing or placing by, Peel Hunt and any of its affiliates acting as investors for their own accounts.

Peel Hunt does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Presentation of financial information and non-financial operating data

Historical financial information

The historical financial information in Part 7 of this Prospectus has been prepared in accordance with the requirements of the Prospectus Directive Regulation and the Listing Rules and in accordance with IFRS. The basis of preparation is further explained in Part 7 of this Prospectus.

The financial information included in this Prospectus includes some measures which are not accounting measures within the scope of IFRS and which the Group uses to assess the financial performance of its business. The Directors believe that these measures are useful indicators of the Group's operating performance and financial condition from period to period. However, because of the discretion that the Group has in defining and calculating these measures, care should be taken in comparing the Group's underlying results and KPIs with those of other platform operators and such measures may not be directly comparable.

These measures include:

Funds under direction ("FUD")

FUD represents the assets that the Group is holding on behalf of its clients.

Adjusted operating profit

Adjusted operating profit is the Group's operating profit attributable to shareholder returns adjusted to exclude the effect of non-recurring elements and is used by the Group's management to monitor the underlying performance of the Group's business and operations.

Adjusted operating profit margin

Adjusted operating profit margin represents adjusted operating profit as a percentage of net revenues.

Operational and statistical data

The Group presents certain operational and statistical data in this Prospectus. Such data as presented in this Prospectus may not be comparable to similarly titled data presented by other companies operating in the platform industry and, while the method of calculation may differ across the platform industry, the Directors believe that such data is important to understanding the Group's performance from period to period and that such data facilitates comparison with the Group's competitors. This operational data is not intended to be a substitute for any IFRS measures of performance. The operational data is based on the Company's estimates and is not part of the Group's financial statements and has not been audited or otherwise reviewed by outside auditors, consultants or experts.

Unaudited operational information in relation to the Group is derived from the following sources: (i) management accounts for the relevant accounting periods presented; (ii) internal financial reporting systems supporting the preparation of financial statements; and (iii) the Group's other business operating systems and records. Management accounts are prepared using information derived from the accounting records used in the preparation of the Group's historical financial information contained in Part 7 of this Prospectus, but may also include certain other assumptions and analyses.

Market, industry and economic data

Unless the source is otherwise identified, the market, economic and industry data sourced and statistics in this Prospectus constitute Directors' estimates, using underlying data from third parties. The Company obtained market and economic data and certain industry statistics from internal reports as well as from third party sources as described in the footnotes to such information. The Company confirms that all third party information set out in this Prospectus has been accurately reproduced and that, so far as the Company is aware and has been able to ascertain from information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third-party information has been used in this Prospectus, the source of such information has been identified. None of the Company, the Selling Shareholders, Peel Hunt or Evercore make any representation or warranty as to the accuracy or completeness of such information as set out in this Prospectus. Such third party information has not been audited or independently verified.

Information regarding forward-looking statements

This Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative of those terms, other variations on those terms or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding the intentions, beliefs and current expectations of the Directors or the Group concerning, among other things, the results of operations, financial condition, prospects, growth, strategies and dividend policy of the Company and the industries in which it operates.

In particular, the statements under the following headings "Summary", "Risk Factors", Part 2 and Part 5 of this Prospectus regarding the Group's strategy and other future events or prospects are forward-looking statements. These forward-looking statements and other statements contained in this Prospectus regarding matters that are not historical facts are not guarantees of future performance and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. No assurance can be given that such future results will be achieved: actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, those described in the section of this Prospectus entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this Prospectus.

The forward-looking statements contained in this Prospectus are made only as of the date of this Prospectus. The Company, the Directors, the Selling Shareholders, Peel Hunt and Evercore expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this Prospectus to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules. Investors should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital in this Prospectus (including, without limitation, the statement at paragraph 15 of Part 11 of this Prospectus).

Information not contained in this Prospectus

No person has been authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised. Neither the delivery of this Prospectus nor any sale or purchase made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or the Group since the date of this Prospectus or that the information in this Prospectus is correct as of any time subsequent to the date of this Prospectus.

No incorporation of website information

The contents of the Company's website, any website mentioned in this Prospectus or any website directly or indirectly linked to these websites have not been verified and do not form part of this Prospectus and investors should not rely on such information.

Rounding

Certain data contained in this Prospectus, including financial information, have been subject to rounding adjustments. As a result of this rounding, the totals of data presented in this Prospectus may vary slightly from the actual arithmetic totals of such data. In certain statistical and operating tables contained in the Prospectus, the sum of numbers in a column or a row may not conform to the total figure given for that column or row. Percentages in tables and elsewhere in this Prospectus have been rounded and accordingly may not add up to 100 per cent.

Constitution

All Shareholders are entitled to the benefit of, and from the date of their adoption will be bound by, and are deemed to have notice of, the provisions of the Articles.

Interpretation

Certain terms used in this Prospectus are defined in the section entitled "Definitions" and certain technical and other items are defined and explained in the section entitled "Glossary".

All references to time in this Prospectus are to London time, unless otherwise stated.

References to the singular in this Prospectus shall include the plural and vice versa where the context requires.

PART 1 THE UK WEALTH MANAGEMENT AND FINANCIAL ADVISER PLATFORM MARKETS

1. The UK wealth management market

According to ONS statistics, of the estimated total net worth of households and non-profit institutions serving households of £10.2 trillion at the end of 2015, £3.7 trillion (36 per cent.) comprised "insurance, pension and standardised guarantee schemes".

As at December 2016, there were approximately 34,500 financial advisers regulated by the FCA (Source: FCA). These financial advisers play a key role in servicing affluent and high net worth clients in the UK.

Several characteristics of the UK wealth market mean that personal wealth management for individuals and their financial advisers is complex:

Proliferation of investment products: Individuals have access to a wide range of investment products from a large number of product providers.
Complex tax system: The UK tax system has historically been, and continues to be, highly complex, with tax benefits associated with particular tax wrappers and investment products.
Variation of investment portfolio: As individuals' personal circumstances change, so will their return requirements and risk appetite. This requires their financial plan to be updated periodically to ensure it is appropriate for current circumstances.
Record keeping: Individuals are required to keep records related to their investment portfolios and transactions for personal taxation and other purposes. Financial advisers are also required to retain records relating to their clients' circumstances and suitability of advice provided to their clients.
Legal and regulatory changes: Changes in legislation and regulation increase the complexity of financial planning and require regular assessment of individuals' savings and investment needs.

As a result of this complexity, it has historically been difficult for individuals and financial advisers to manage their investments and financial plans in an administratively efficient manner.

To help manage this complexity, the Group provides platform services to UK clients and their financial advisers through its award-winning platform, Transact. Transact is one of the UK's leading independent platforms and a key player in the UK wealth management market.

2. The UK financial adviser platform market

2.1 History

Retail financial services platforms were first developed in Australia in the 1980s. Michael Howard and Ian Taylor, who co-founded the Group in 1999, used platform software developed in Australia to launch Transact as the first wrap platform in the UK in 2000.

Since 2013, platforms have been the fastest growing channel for intermediaries in the UK, largely because they provide an effective means for both advisers and their clients to deal with the complexity associated with the development and management of personal financial plans – complexity which the Directors are convinced will continue.

Prior to the advent of platforms in the UK, individuals wishing to accumulate wealth outside bank deposits were predominantly recommended by their financial advisers to purchase specific life and pensions products from life insurance companies or mutual funds from asset managers. Some would also acquire equities directly via stock-broking accounts. Commission was often paid to financial advisers by product manufacturers, particularly the life insurance and pension providers and asset managers.

This delivered a sub-optimal outcome for investors because they were presented with a limited choice of investment options in most tax wrappers and/or a large administrative burden if diverse individual funds were chosen. Moreover, since an individual client might often have a number of different wrappers as well as direct investments, the administrative burden for the financial adviser was significant and paper-based. Clients had to pay high costs for a limited range of investment opportunities that were disparately administered and information and valuations were difficult to access.

Financial adviser platforms were established to address this administrative burden whilst at the same time providing access to a wide range of investment products. In particular, platforms provided:

Efficient execution and reporting and enhanced service quality: Platforms provide financial advisers and their clients with a solution for the implementation problems they face by providing a single counterparty through whom they can manage financial plans. As a central point, consolidating trading and wrapper provisions, platforms remove the inefficiencies associated with dealing with different product providers, significantly reducing the administration burden. In addition, the consolidation of information in a single place helps investors and their advisers by providing up-to-date valuations and improved transaction record keeping.
• Wider and more diversified product offerings: Before the introduction of platforms, investors primarily had access to limited ranges of in-house products via individual wrapper providers (for example, a few pension funds in a pension from a life insurer). Platforms like Transact afford investors access to a centralised range of tax wrappers with a wide open architecture range of assets from third party providers. The Directors believe that this significantly greater level of wrapper selection and asset choice has been a key driver in the growth of FUD through platforms.
Enhanced value and cost reductions: The Directors believe that platforms enhance value for money for investors. Economies of scale, automated processes and aggregated trading have resulted in cost reductions and improved the overall value of the services provided to clients by their financial advisers.

The benefits of adviser platforms are widely recognised by financial advisers who are able to reduce the time spent dealing with administrative matters across multiple providers and thus devote more time to the provision of advice to their clients.

Consequently, the UK adviser platform market has experienced strong growth, with assets on adviser platforms growing from approximately £155 billion in 2011 to approximately £470 billion by the end of June 2017 (Source: Platforum). It is estimated that approximately 70 per cent. of all new adviser flows are currently placed on adviser platforms (Source: Platforum).

2.2 Outlook

The UK adviser platform market is expected to continue to grow strongly in the future, with FUD expected to reach approximately £800 billion by the end of June 2020 (Source: Platforum), driven by a combination of factors as set out below:

Increasing complexity driving demand for financial advice: Driven by a combination of legislative change, increasing choice and complexity of investment products, individuals are increasingly requiring financial advice.
Increasing adoption of platforms by advisers: Financial adviser uptake of platforms has grown significantly as they continue to observe the benefits for them and their clients of using platforms to recognise trade execution, client reporting and client charging. However, financial advisers currently using platforms have not necessarily migrated all of their clients' assets to them and platform usage has not yet reached full penetration across the entire financial adviser community, in each case representing significant further growth potential.
Migration of off-platform assets on to platforms: Platforms are not wholly reliant on investors making new investments in financial assets to grow FUD (although this, in itself, makes a healthy contribution). A significant proportion of individual life, pensions, fund and equity assets in the UK are currently not held on platforms. The administration of assets which are not held on platforms continues to be time-consuming and onerous. Increasingly, these assets are expected to migrate to platforms as more clients and their financial advisers appreciate the advantages that platforms offer. A number of life companies have established or acquired platforms in recent years.
Increasing client propensity to engage digitally with their advisers: Investors across all age ranges and across all tiers of net worth are demonstrating an increasing desire to use digital and online tools in their wealth management interactions and platforms can provide a low cost and efficient digital offering to both financial advisers and their clients.
Pension reforms and savings incentivisation: The 2015 pension reforms have generally been positive for platforms, with investors holding their assets on platforms for longer as there is no longer an effective requirement to purchase an annuity. These reforms have also led to significant additional asset flows entering the drawdown market, much of which is being managed on platforms. Changes to ISA rules and increases to the annual tax-free ISA limits have also been beneficial for platforms.
DC pension schemes: Employers now tend to offer their employees participation in DC (rather than DB) pension schemes moving the onus of saving and investment planning from employers to individual employees. Consequently, individuals are increasingly seeking advice on their financial affairs and DB assets are moving from pension providers to asset managers (and accordingly on to platforms).

The value of assets being placed on platforms by financial advisers is expected to grow as financial advisers continue to benefit from the efficiencies of platforms, particularly in the current environment of mounting regulatory burden. In addition, more people are seeking advice as financial planning is becoming more important and investment options are becoming more complex.

PART 2 INFORMATION ON THE GROUP

Investors should read this Part 2 in conjunction with the more detailed information contained in this Prospectus, including the financial and other information appearing in Parts 5 and 7 of this Prospectus. Unless otherwise stated, the financial information in this Part 2 has been extracted without material adjustment from Part 7 of this Prospectus.

1. Overview and history of the Group

The Group provides platform services to UK clients and their financial advisers through its award-winning platform, Transact.

The Group was founded in April 1999 and used platform software developed in Australia to launch Transact as the first UK platform in March 2000. For several years, Transact has remained one of the UK's leading independent platforms with approximately £29.7 billion of FUD as at 31 December 2017. Transact currently serves more than 150,000 clients on behalf of over 5,100 financial advisers.

Transact offers a differentiated, premium platform service to clients and their financial advisers, with comprehensive functionality developed in-house and supported by a dedicated, high touch client service team of circa 160 staff. The Group's bespoke offering is targeted at financial advisers servicing mass affluent clients with investable assets of sufficient scale and complexity to warrant a more comprehensive platform service. The average portfolio size per family group managed on the Platform as at 30 September 2017 was £285,000. Transact has won numerous best platform and best service awards in financial adviser surveys (including CoreData, Investment Trends and Platforum).

The software underpinning Transact was developed in Australia by IAD. The Group purchased the intellectual property rights to its Platform from IAD in 2008 and brought its platform technology fully in-house by acquiring IAD in July 2016. Controlling its own technology allows the Group to continue to innovate and respond swiftly to client and financial adviser demands as they arise.

The Group has reported net inflows every year since it started trading. It became profitable in 2003, a track record of profitability unmatched by peers in the UK financial adviser platform sector.

For FY2017, the Group reported revenues of £80.2 million, profit before tax of £37.0 million and adjusted operating profit of £37.5 million, representing an adjusted profit margin of 46.8 per cent. The Group's adjusted operating profit has grown at a compound annual rate of 22.7 per cent. over the past three years.

The Group has a robust balance sheet with no borrowings, and has paid a dividend and/or bought back shares every year since 2007, returning more than £85 million to Shareholders since 2007.

FUD growth will be driven by expected growth in assets already held for clients, assets from new clients of the Group's current financial adviser base and assets from new clients of new financial advisers.

2. Business model and principal activities

2.1 Overview of the Platform

The Group offers a differentiated, premium platform service focused on financial advisers servicing affluent clients with investable assets of sufficient scale to warrant more complex service provision.

The Group seeks to differentiate its proposition by focusing both on comprehensive platform functionality and high touch, cost-efficient "human" client service with a long term, falling operating cost ratio measured against FUD.

The Group owns and controls the Platform technology and this allows the Group to continue to innovate efficiently and to respond more effectively to client and financial adviser demands as they arise. It also ensures that software development remains focused on prioritising and delivering improvements exclusively for the Group and that it stands apart from an increasingly "homogenised" group of competitors that outsource their technology to third parties.

In addition to its proprietary Platform, the Group has a dedicated, high touch team of circa 160 staff. The highly trained team provides support to financial advisers, ensuring that complex financial planning requirements can be executed quickly and efficiently using the Platform. Transact therefore enables financial advisers to focus on providing advice to, and add value for, their clients and makes the task of managing and implementing more complex financial plans easier and more efficient. It significantly reduces the administrative burden for financial advisers and their clients by providing a single counterparty through which to manage financial plans with access to a wide range of investment products and one of the widest ranges of tax wrappers in the UK platform market. In improving the client and financial adviser experience, the Group has also in-sourced the administration of its tax wrappers by owning two life insurance businesses.

2.2 The Transact model

2.2.1 Transact's offering to clients and advisers

Transact is not a direct-to-client platform and, while execution functionality is available to all Transact clients, more than 95 per cent. have a financial adviser. The Group maintains a direct contractual relationship with both the financial adviser and the client introduced to Transact.

The Platform assists clients and their financial advisers in two principal ways: (i) by reducing administration and improving the efficiency and speed of portfolio management and transaction execution; and (ii) by consolidating and providing timely and well-presented information and reporting on underlying clients' portfolios. A selection of the key services offered by Transact to clients and advisers are summarised below:

• Asset custody: Transact provides clients with a record of their investments and a quick, online and up-to-date view of their investments and transaction history. The Platform acts as a central location for maintaining clients' financial records and providing custody of a wide range of assets. The Platform provides clients with access to nearly all asset classes in the UK and provides various tools which allow them to visualise and analyse their investment portfolios.
• Transaction execution: Transact provides a simple, online process to enable financial advisers to execute transactions. Orders to purchase assets may be placed in units, by amount or as a percentage of the portfolio. Financial advisers can rebalance model portfolios across their entire client base in one go or make fund switches across all or a selection of their clients. Financial advisers are able to acquire a wider range of underlying assets than would be found elsewhere.
Tax wrapping: Transact provides a centralised range of its own tax wrappers in which clients can hold their assets to take advantage of the various tax reliefs these wrappers provide. There are a number of ISA wrappers; a range of pension wrappers; and onshore and offshore life assurance bond wrappers. Centralising wrapper provision greatly simplifies financial planning.
Portfolio reporting: Transact consolidates data about portfolios and presents it to financial advisers and clients in a variety of accessible and useful ways. Three of the most important ones used are: (i) Valuation, which provides the values of assets, removing the need to collect data from a number of individual fund managers or wrapper providers; (ii) Transaction Listing, which lists all the transactions made; and (iii) Capital Gains Report, which shows the capital gains (realised or unrealised) associated with a particular transaction. In addition, Transact gives information on various funds and shares by providing access to TrustNet, Bloomberg, Morningstar and other independent research and data providers.

2.2.2 Transact's additional offering to advisers

Whilst much of Transact is designed for clients as well as their financial advisers, there are some aspects designed more specifically to help financial advisers manage their client relationships more efficiently:

Adviser charging: Transact simplifies the charging process for financial advisers (and clients) by facilitating financial adviser payments via explicitly agreed payment arrangements with the client. The system offers flexible options for setting rates (in percentages and absolute amounts) together with the ability to apply discounts based on account scale. Transact can also facilitate the payment of VAT from client to financial adviser and provide remuneration reports.
Template portfolio management tool: Template functionality enables financial advisers to "manage many clients at once" efficiently. By establishing template lists of investments and storing them centrally on Transact, financial advisers can automatically manage the transactions of all clients whose portfolios are linked to the templates. Activities can be as simple as investing in new funds or as complex as rebalancing the asset allocation of the entire portfolios of selected clients.
Lifetime cashflow modelling: Transact gives financial advisers access to MoneyMap, a lifetime cashflow and modelling tool which calculates whether clients' current provisions and plans might be sufficient to meet their actual future needs. Financial advisers are able to check quickly which of their clients have unutilised ISA subscriptions or insufficient cash in their accounts to make fee payments. They can also make use of the online dashboard, which is a summary tool depicting their total funds under advice, the number of clients and wrappers, the payments the financial adviser has received over time, notifications and alerts and the maturity profiles of clients' portfolios.
Appointment of discretionary fund managers: Financial advisers may appoint specialist investment advisers to manage all or some of a client's portfolio on Transact. The Group has arranged for many established discretionary fund managers to provide their services through Transact.
Portfolio performance reporting: Financial advisers can access several tools that can be used to analyse the performance of the client's portfolio as a whole. There is also a report writing tool that enables the compilation of data from Transact into a report for the client.

2.3 Wrappers and assets available on Transact

2.3.1 Tax wrappers available on Transact

Transact provides one of the most extensive ranges of wrappers and assets of any UK platform. The Group provides its own tax wrappers, which include ISAs, pensions (both PPPs and EPPs), S32s, SIPPs and onshore and offshore life assurance bonds. In addition to the wrappers, each client portfolio has a GIA, provided by IFAL, that holds assets not allocated to tax wrappers. Transact does not make available tax wrappers provided by third parties.

The diagram below illustrates the Group's split of total FUD as at 30 September 2017 by type of wrapper.

FUD Split by Wrapper Type (as at 30 September 2017)

2.3.2 Asset types available on Transact

Transact offers clients access to one of the widest ranges of assets and financial products in the UK adviser platform market. These include OEICs, unit trusts and other mutual funds, ETFs, investment trusts and other exchange-listed equities, gilts and other bonds, and many more esoteric assets such as hedge funds and structured products. It provides access to major UK fund managers and almost all of their funds across asset classes. The significant majority of FUD on Transact has historically been held in mutual funds.

The Group's clients hold a significant amount of Platform assets as cash and it holds client cash in a variety of client money bank accounts with depositary banks and clients may also choose to maintain cash in bank term deposits. As at 30 September 2017, cash accounted for 11 per cent. of FUD (on a look-through basis).

At the same time, ETFs, investment trusts, shares, structured products, gilts, fixed income and other investment types made up the remaining 89 per cent.

The diagram below illustrates Transact's split of total FUD as at 30 September 2017 by asset class.

FUD Split by Asset Class (as at 30 September 2017)

2.4 Charging structure

Transact provides a transparent charging structure that was fully RDR-aligned more than 10 years prior to RDR's introduction.

The charging structure comprises primarily three elements: (i) a tiered basis point annual charge; (ii) an ad valorem "buy" transaction commission; and (iii) fixed wrapper administration fees. In FY2017, 86 per cent. of the Group's fee income derived from the basis point annual charge.

The services or products of particular fund or asset managers are not promoted through the Platform and the Group receives no compensation or revenue from the asset managers. Fund managers are allowed to set their own charges to clients on Transact and these are often reduced to reflect the "aggregated" nature of the Group's business. All rebates paid by fund managers and interest received on client cash have always been passed in full to the client.

On several occasions during its lifetime, the Group has reduced the charges it levies. In its early years, the Group's pricing changes were largely reactive, introduced in response to competitors entering the market with charges that were lower than the Group's. However, more recently, the Group has made refinements to its charging structure whereby it has shared some of its efficiency gains from scale with clients when the Directors were comfortable that doing so would have no negative impact on service levels or on the expectation of absolute levels of profitability. The Directors intend to continue this approach as they believe it assists with retention by rewarding loyalty and attracts new business from clients elsewhere with portfolios of the size at which the price reductions are targeted.

On 8 December 2017, the Group announced that it would be reducing some charges for the ninth successive year, cutting the headline rate at which FUD is charged to clients holding £100,000 or more to 0.29 per cent. This rate, now below 0.3 per cent., is considered key in the market.

2.5 Summary Group structure

The Group structure below shows the principal subsidiary companies within the Group which are all 100 per cent. owned, directly or indirectly, by IntegraFin.

IntegraFin is the Group holding company. ISL is a Group services company and employs the majority of members of staff. IAD is incorporated in Australia and provides the Group with software support for the Platform. Transact Nominees Limited is the nominee company through which all custody assets are held.

The Group operates three Regulated Subsidiaries: IFAL, which is authorised and regulated in the UK by the FCA, and provides the Transact SIPP, Transact ISA and Transact GIA as well as administering the Transact PPP, the Transact EPP and the Transact S32 buyout bond; ILUK, which is authorised in the UK by the PRA and regulated by the FCA and the PRA and provides the Transact PPP, the Transact EPP, the Transact S32, the Transact onshore life assurance bond and the Transact QSP; and ILInt, which is authorised and regulated by the IoMFSA and provides the Transact offshore life assurance bond. Transact Trustees Limited provides trustee services to other Group companies.

3. Competitive landscape

The UK adviser platform market is highly competitive with a number of large life insurance company participants and independent and smaller niche platform providers competing for retail investment business.

As shown in the table below, Transact is the highest rated adviser platform amongst financial advisers based on the most recent CoreData ratings and the second largest independent adviser platform in the UK by FUD (as at 30 September 2017).

		£28bn
		£25bn
		£51bn
		£14bn
		£4bn
		£5bn
		£31bn
		£77bn
		£27bn
		£8bn
		£49bn
		£7bn
		£1.5bn
		£18bn
		£14bn
		£110bn
		£7bn

Source: CoreData 2017 rating and Platforum FUD

The FCA requires financial advisers to undertake due diligence on product and service providers, including platforms, ahead of recommending them to their clients. Given the long-term nature of financial planning, the sustainability of platforms is an important consideration that financial advisers need to consider when conducting due diligence alongside pricing and functionality. The Directors believe that Transact will continue to prosper given its market position, its focus on client service, its strong balance sheet and long track record of profitability.

In contrast with Transact, the majority of adviser platforms do not have proprietary technology and rely on an external provider, as illustrated in the table above. In recent years, a number of platform providers have undergone or are currently undergoing a re-platforming exercise, i.e. changing their technology provider.

See Part 1 for further information on the UK wealth management and financial adviser platform markets.

4. Key strengths The Directors believe that the Group possesses a number of competitive strengths including the following:

• It operates a leading independent UK adviser platform: Transact was the first platform to be launched in the UK and has experienced impressive growth in FUD over the last 17 years with approximately £29.7 billion of FUD as at 31 December 2017. Transact has received 76 industry awards since 2005, including 25 for best platform and 10 for best service. In addition, Transact has been the highest-rated platform amongst financial advisers for each of the last four years based on surveys by Core Data, Investment Trends and Platforum.

It operates in a large and growing market: The UK adviser platform market as a whole has grown strongly since 2010 and market commentators expect this growth to continue, principally due to increasing demand for financial advice and increasing adoption of platforms by financial advisers. FUD on financial adviser platforms have grown from approximately £155 billion in 2011 to £470 billion in 2017 (Source: Platforum), representing a CAGR of 20 per cent., and are expected to continue to grow at an annual rate of 20 per cent. over the next three years (Source: Platforum). Accordingly, the Directors believe that the Group is well-positioned to continue to grow its client and financial adviser base, while at the same time strengthening the relationship with current clients and financial advisers.
Ability to service clients and financial advisers with complex needs: The Group has been able to differentiate its proposition by offering a premium, high-touch service to clients with more complex needs and their financial advisers and provides:
a highly-trained and skilled client service team comprising circa 160 staff, providing financial advisers with dedicated and, in many cases, bespoke personal human support rather than an impersonal and over-simplified outsourced call centre or online-only process. The client service team is aligned to individual financial adviser firms and their clients on a regional basis. This provides advisers with a greater depth of support and assists in building strong relationships. This client service experience is highly appreciated (as evidenced by Transact's number one rating for quality of service – see above) and has been an important factor in building longstanding relationships with financial advisers (see below). Client service is an area in which the Group has consistently led, and continues to lead, its peers and has helped it to build a well-known brand and excellent reputation in the market; and
a proprietary technology platform which provides comprehensive functionality and ensures that software development is focused responding more effectively to client and financial adviser demands as they arise.
Longstanding relationships with financial advisers: The Group has an excellent track record of attracting financial advisers to its Platform and maintaining longstanding relationships with them, as illustrated in the diagram below. As at 30 September 2017, the Group had established relationships with over 5,100 individual financial advisers at over 2,800 financial advisory firms. As at the same date, circa 2,500 financial advisers had clients with more than £0.5 million of FUD on Transact, 134 financial advisory firms had clients with more than £50 million of FUD with Transact and clients of 116 financial advisory firms had around 50 per cent. of FUD. 79 per cent. of FUD was introduced by financial advisers who had used Transact for five or more years.
• Control over its Platform offering: The Group retains control over its Platform offering by retaining the key components of its proposition in-house.
Technology: Unlike a number of its peers, the Group is not reliant on third party suppliers for the provision, development and maintenance of its technology. This provides it with a significant advantage. Owning its technology and having control over the team that maintains and develops it allows the Group to continue to innovate efficiently and to respond more effectively to client demands as they arise. It also ensures that IT and software development remain focused on prioritising and delivering improvements exclusively for Transact and that Transact stands apart from an increasingly "homogenised" group of competitors.
A resilient and proven business model: The Group has a robust and resilient business model that has delivered 17 years of continuous growth in FUD. The Group has reported net inflows every year since its launch in 2000 and the scalable nature of its business model has enabled it to deliver a high level of recurring revenues as well as positive underlying profits since June 2003 at high profit margins, a track record of profitability unmatched in the UK financial adviser platform sector. Operating profit attributable to shareholder returns has grown from approximately £16.1 million (adjusted for amortisation) for the financial year ended 30 September 2012 to £36.8 million for FY2017, a CAGR of 18.1 per cent.
Highly experienced management team: The Senior Managers have been with the Company for over 65 years, in aggregate, and the Chief Executive Officer is the longest serving CEO in the UK adviser platform market.

5. Strategy

The Group's strategy is to continue growing FUD on Transact and to maintain its leading rating amongst financial advisers. This growth in FUD will be driven by a combination of factors including the expected continued growth in the UK wealth management market and the consequential growth in investable assets managed by financial advisers and by internal growth drivers such as: (i) growth in the wealth managed by the Group's current financial adviser base; (ii) increasing penetration of the Group's current financial adviser base, that is, increasing the share of wallet of current financial advisers on the Platform; and (iii) attracting new financial advisers to manage their clients' portfolios through the Platform.

As illustrated in the table below, as at 30 September 2017, an estimated 57 per cent. of financial advisory firms placed less than 20 per cent. of their asset flows on Transact in the prior 12 months and an estimated 70 per cent. placed less than half. The Group will be focused on increasing its share of wallet with the financial advisory firms it has a relationship with. The second chart below shows that the number of financial advisers has grown steadily over the last five financial years.

Share of Wallet of Financial Adviser Base (as at 30 September 2017)

	Estimated
	% of Total
	Advisory
% of LTM Flows placed with Transact	Firms
0-20%	57%
20-50%	13%
50-70%	7%
70-90%	10%
90%+	13% ––––––––
Total	100% ––––––––

The table below highlights the impressive growth in FUD achieved over the last five financial years.

Note: Bars represent FUD; percentages represent net flows as a percentage of opening FUD.

6. Financial adviser attraction, development and retention

The Group has a strong track record of attracting and retaining financial advisers. The number of financial advisers with assets on Transact has increased from 4,000 in September 2012 to over 5,100 in September 2017 with average FUD per financial adviser growing from £2.8 million to £5.4 million over the same period.

FCA data shows that the total number of active financial advisers in the UK as at December 2016 was approximately 34,600. This figure drops to approximately 26,000 once banks, building societies, discretionary investment managers, stockbrokers and certain others are excluded, but was 3,000 higher than a year earlier. Accordingly, the Group has relationships with just under a fifth of the UK financial advisory community.

This growth in financial adviser attraction has been driven by the Group's highly experienced business development and financial adviser support team. This dedicated field-based sales team comprises 10 BDMs distributed regionally across the UK. The BDMs are responsible for bringing in new business, engaging with financial advisers on a regular basis and increasing the awareness of the Transact brand. They focus on targeting new financial advisers and collating and delivering financial adviser feedback in order to enable the Group to introduce new platform functionality and improve service delivery. On average, the BDMs each have over eight years' experience with the Group and over 10 years' experience in the industry.

The BDMs are complemented by a team of 11 ASMs, including a team leader. The ASMs are responsible for onsite training at financial advisers' offices and they also collate and deliver financial adviser feedback. The majority of ASMs have been recruited internally within the Group and benefit from an in-depth understanding of the key aspects of the Group's operations and Transact as well as first-hand experience of the complex situations faced by financial advisers.

Further support is offered by the head office-based sales support team. They provide support via phone, LiveChat and co-browse functionality.

PART 3 DIRECTORS, SENIOR MANAGERS, CORPORATE GOVERNANCE AND EMPLOYEES

1. Directors

The following table lists the names, ages, positions and dates of appointment for each Director:

			Date appointed as a
			Director of the	Date appointed as
Name	Age	Position	Company	a Director of IFAL
Patrick Snowball	67	Independent Non-
		Executive Chairman	1 October 2017	1 October 2017
Ian Taylor	54	Chief Executive Officer	24 January 2014	12 May 1999
Alexander Scott	47	Chief Financial Officer	11 February 2014	29 June 2011
Michael Howard	59	Executive Director	11 February 2014	5 March 1999 (resigned 1 October 2017)
Christopher Munro	68	Independent Non-
		Executive Director	1 February 2017	1 February 2017
Neil Holden	59	Independent Non-
		Executive Director	11 February 2014	9 February 2011

The business address of all the Directors is 29 Clement's Lane, London EC4N 7AE.

The management expertise and experience of each of the Directors is set out below:

Patrick Snowball (Independent Non-Executive Chairman)

Patrick Snowball joined the Group as independent Non-Executive Chairman in October 2017. He is currently also Non-Executive Chairman of Sabre Insurance Group plc. Mr Snowball was previously Chief Executive Officer of Suncorp Group Limited, an Australian ASX 20 financial services group from 2009 to 2015. From 2005 to 2007, Mr Snowball was Group Executive Director at Aviva UK, responsible for all UK operations. Mr Snowball held Deputy Chairman and Chairman roles at the Towergate group of companies between 2007 and 2008 and he was a non-executive director of Jardine Lloyd Thompson plc from 2008 to 2009. He served with the British Army from 1970 to 1987 and has a LL.D from the University of East Anglia and a Masters degree in History and Economics from the University of Oxford. Mr Snowball was a member of the Financial Services Authority (UK) Practitioner Panel, representing Life and General Insurance, from 2006 to 2008.

Ian Taylor (Chief Executive Officer)

Ian Taylor co-founded the Group in April 1999, becoming Chief Executive Officer in April 2002. Mr Taylor has 30 years' experience in the UK financial services industry. He worked at the Royal Life group from 1987 to 1992. In 1992, he moved to head up marketing at John Govett & Co (latterly AIB Govett Asset Management). Mr Taylor holds a MA in English from Peterhouse College, University of Cambridge.

Alexander Scott (Chief Financial Officer)

Alexander Scott joined the Group in October 2009 as Actuary and Head of Group Technical Operations. In 2010 he became Chief Financial Officer and a director of IFAL in 2011. Mr Scott has over 25 years' experience in the UK financial services industry. Prior to joining the Group, he held the positions of Life Director and Chief Actuary from 2004 at Sterling Insurance Group and from 1997 until 2010 worked in a variety of roles at Criterion Assurance Group. Prior to that, Mr Scott held a number of actuarial positions at National Provident Institution from 1991 until 1997. He has a BSc in Actuarial Science from City University and is a Fellow of the Institute of Actuaries.

Michael Howard (Executive Director)

Michael Howard co-founded the Group in April 1999. Mr Howard has over 30 years of experience in the financial services industry. At Norwich Union, Australia, he was directly responsible for the marketing and administration of Norwich Union's investment funds, including the development and launch of Norwich Union's investment platform, "Navigator", in 1990. Prior to that, Mr Howard was at Touche Ross, in the Audit Division in the UK and in Melbourne, Australia, between 1980 and 1986. He co-founded the ObjectMastery group of companies in Australia in 1992 which was responsible for providing software development and maintenance services to the Group to underpin Transact until IAD was acquired by the Group in July 2016. He holds a BA in Economics from York University.

Christopher Munro (Independent Non-Executive Director)

Christopher Munro joined the Group in 2016 as a Non-Executive Director. Mr Munro was a director of Beckwith Asset Management from 1994 to 2016 and Pacific Capital Partners from 2004, a position which he continues to hold. Previously, he was Chief Executive Officer of River & Mercantile Investment Management between 1994 and 1996, a director of Robert Fleming Holdings Limited with responsibility for the UK and European securities operations between 1988 and 1994 and a director of Jardine Fleming Holdings based in Hong Kong, between 1983 and 1986 with responsibility for the Far East and Asian (ex Japan) securities operations. He also served as a director of Jupiter Enhanced Income Trust and its successor fund between 1996 and 2009.

Neil Holden (Independent Non-Executive Director)

Neil Holden joined the Group in 2011 as a Non-Executive Director. Mr Holden is a qualified chartered accountant and has held a number of positions in the UK financial services industry, specialising in risk management and compliance. Mr Holden holds non-executive directorships with Saffron Building Society, Bank of London and The Middle East Plc and Stanbic International Insurance Limited, the captive life insurance company of the Standard Bank group. He worked for the Standard Bank group between 1999 and 2006. Between 2007 and 2009 he also served as a non-executive director of Quadrant Risk Management International Limited. Mr Holden held a number of senior positions with WestLB between 1996 and 1999 and at Hambros Bank between 1986 and 1996. Mr Holden has a BSc in Pure Mathematics from University College, London.

2. Senior Managers

The Company's current Senior Managers, in addition to the Executive Directors listed above, are as follows:

Name	Age	Position	Date appointed as an employee of the Group
Judith Davidson	56	Chief Operating Officer	1 November 2010
Jonathan Gunby	58	Chief Development Officer	12 December 2011
David Johnson	54	Company Secretary and Group Counsel	27 November 2008

The management expertise and experience of each of the Senior Managers listed above is set out below:

Judith Davidson (Chief Operating Officer)

Judith Davidson joined the Group in November 2010, as Chief Operating Officer. Prior to joining the Group, Mrs Davidson held a variety of positions at Sodexo UK as an Executive Director, including Strategy Director, SAP Implementation Director, Sales Director and Divisional Managing Director. Prior to Sodexo acquiring Gardner Merchant, Mrs Davidson worked for Gardner Merchant in various roles and also for Trust House Forte Airport Services. She holds a BA (Hons) in Business Administration from the University of Strathclyde and is also a graduate of the Sodexo Executive Development Programme at Chicago University and Ashridge.

Jonathan Gunby (Chief Development Officer)

Jonathan Gunby joined the Group as Chief Development Officer in 2011. He has over 30 years' experience in the UK financial services industry in both industry and consulting roles. Immediately before joining the Group, he was Executive Director at NMG Group Financial Services Consulting for 12 years. Prior to NMG, he held a number of marketing management roles, including at National & Provincial Building Society, Royal Life Holdings and Lloyd's Life. Mr Gunby holds a BA (Hons) in Business Studies from De Montfort University and is a Fellow of The Chartered Institute of Marketing.

David Johnson (Company Secretary and Group Counsel)

David Johnson joined the Group in November 2008 as Group Counsel. Prior to that, he held various in-house legal positions at organisations including Capital One Bank (Europe) plc and several Virgin Group companies. Mr Johnson is a qualified solicitor, having worked at law firms Davenport Lyons and Simmons & Simmons. He has a BA (Hons) in Law from the University of Sheffield.

3. Corporate governance

The Board is committed to the highest standards of corporate governance and to maintaining a sound framework for the control and management of the Group.

On Admission, the Company intends to comply with the UK Corporate Governance Code wherever possible and will report to Shareholders on such compliance in accordance with the Listing Rules. It is the Company's current intention that each of the Directors will stand for re-election on an annual basis.

3.1 The Board

The Board is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group's business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Group.

3.2 Compliance with corporate governance requirements

3.2.1 Board and committee independence

The UK Corporate Governance Code recommends that at least half the board of directors of a UK listed company, excluding the chairman, should comprise non-executive directors determined by the Board to be independent in character and judgment and free from relationships or circumstances which may affect, or could appear to affect, this judgment. The Board has determined that all of the Non-Executive Directors are "independent non-executive directors" within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgment. On Admission, the Company will have three Executive Directors and three independent Non-Executive Directors (including the Chairman) and therefore will comply with the UK Corporate Governance Code in this respect to the extent applicable for a "smaller company", that is, one outside the FTSE 350. The Company intends to appoint an additional independent Non-Executive Director to the Board. While it is intended that this appointment will be made during the first quarter of 2018, the timing of such appointment will be dependent upon when a person with the appropriate skills and qualifications is identified.

3.2.2 Chairman

The UK Corporate Governance Code recommends that a chairman should meet the independence criteria set out in the UK Corporate Governance Code on appointment. The Board has concluded that Patrick Snowball is an independent chairman for UK Corporate Governance Code purposes and that his appointment as an independent chairman is in the best interests of Shareholders.

3.2.3 Senior independent director

The UK Corporate Governance Code also recommends that the board of directors of a company with a premium listing on the Official List should appoint one of the independent non-executive directors to be the senior independent director to provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary. The senior independent director has an important role on the Board in leading on corporate governance issues and being available to Shareholders if they have concerns which contact through the normal channels of the Chairman, Chief Executive officer or other Executive Directors has failed to resolve or for which such contact is inappropriate. As stated above, the Company intends to appoint an additional independent Non-Executive Director to the Board and will address the appointment of a senior independent director during the course of 2018.

3.3 Board committees

As envisaged by the UK Corporate Governance Code, the Board has established the following committees: an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee, each of which is described in further detail below.

3.3.1 Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Group's annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the Group's external auditors, advising on the appointment of such external auditors, overseeing the Group's relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group's internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit and Risk Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules.

The Audit and Risk Committee also has responsibility for, among other things, oversight of the Group's risk appetite, risk monitoring and capital management, reviewing the manner in which the members of the Group implement and monitor the adequacy of the Group's risk management framework and ensuring that the Group maintains appropriate levels of capital in the Group, as well as advising the Board on its overall risk appetite. In addition, the Audit and Risk Committee seeks to foster a culture across the Group that encourages good stewardship of risk and emphasises and demonstrates the benefits of a risk-based approach to management of the Group. The ultimate responsibility for setting the Group's risk appetite remains with the Board.

The terms of reference of the Audit and Risk Committee cover such issues as responsibilities referred to above, membership and the frequency of meetings, together with the requirements of any quorum for, and the right to attend, meetings. The terms of reference also set out the authority of the Audit and Risk Committee to carry out its responsibilities.

The UK Corporate Governance Code recommends that an audit committee should comprise at least two members who are independent non-executive directors (other than the chairman) and that at least one member should have recent and relevant financial experience. The UK Corporate Governance Code does not make any specific recommendations in respect of the membership of the risk committee, although the PRA Handbook provides that the risk committee should be constituted of members, the majority of whom do not hold executive responsibility. The members of the Audit and Risk Committee will be Neil Holden (who will chair), Patrick Snowball and Christopher Munro. The Directors consider that Neil Holden has recent and relevant financial experience. The Audit and Risk Committee will meet not less than three times in a reporting and audit cycle.

The Audit and Risk Committee has taken appropriate steps to ensure that the Group's external auditors are independent of the Company and has obtained written confirmation from them that they comply with the guidelines on independence issued by the relevant accountancy and auditing bodies.

Appointments to the Audit and Risk Committee will be made by the Board, on recommendation by the Nomination Committee. Appointments to the Audit and Risk Committee will be for a period of up to three years and may be extended for no more than two further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

When appropriate, the Audit and Risk Committee will meet with the Senior Managers in attendance. The Audit and Risk Committee will also meet separately at least once in a reporting and audit cycle with the Group's external and internal auditors without management present. From Admission, the chairman of the Audit and Risk Committee will be available at annual general meetings of the Company to respond to questions from Shareholders on the Audit and Risk Committee's activities.

3.3.2 Remuneration Committee

The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company's policy on executive remuneration (and reviewing the ongoing appropriateness, effectiveness and relevance of the Group's remuneration policy). In addition, the Remuneration Committee is responsible for overseeing the remuneration and benefits packages of each of the Executive Directors and of IFAL's senior officers in risk management and compliance, being the Group Chief Financial Officer and the Compliance function oversight holder (CF10), by considering whether their remuneration structure is likely to lead to conflicts of interest that might encourage inappropriate risk-taking. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.

The UK Corporate Governance Code, as it will apply to the Company on Admission, provides that a remuneration committee should comprise at least two members who are independent non-executive directors. The Remuneration Committee will be chaired by Christopher Munro and its other members will be Patrick Snowball and Neil Holden. The Remuneration Committee will meet not less than twice a year.

Appointments to the Remuneration Committee will be made by the Board, on recommendation by the Nomination Committee. Appointments to the Remuneration Committee will be made for a period of up to three years, which may be extended for no more than two further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

3.3.3 Nomination Committee

The function of the Nomination Committee is to develop and maintain a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for identifying and nominating candidates to fill Board vacancies; evaluating the structure and composition of the Board with regard to the balance of skills, board diversity, knowledge and experience and making recommendations accordingly; reviewing the time requirements of non-executive directors; giving full consideration to succession planning; and reviewing the leadership of the Group.

The UK Corporate Governance Code, as it will apply to the Company on Admission, provides that a nomination committee should comprise a majority of members who are independent non-executive directors. The Nomination Committee will be chaired by Patrick Snowball and its other members will be Christopher Munro, Neil Holden and Ian Taylor. The Nomination Committee will meet not less than once a year.

Appointments to the Nomination Committee will be made by the Board. Appointments to the Nomination Committee will be made for a period of up to three years, which may be extended for further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

4. Post-Admission remuneration

4.1 General approach to remuneration

The Company's approach to remuneration reflects its culture and supports the delivery of its business strategy. The aim is to attract, retain and motivate talented people to help ensure continued growth and success as the Company enters the next stage of its development, operating in a listed company environment.

Remuneration levels for the Executive Directors and Senior Managers have been set at a level that is considered by the Remuneration Committee to be appropriate for the size and nature of the business.

4.2 IFPRU Remuneration Code requirements

The IFPRU Remuneration Code requirements on remuneration are being applied in a proportionate manner taking into account the size and internal organisation of the entity and the nature, scope and complexity of its activities or risks inherent in its business.

IFAL is sufficiently small that it applies the relevant regulations on a proportionate basis and disapplies the strict requirements as to deferral of variable remuneration, payment in shares that are subject to retention, risk adjustment and the specific ratio between fixed and variable remuneration.

The Company proposes to continue to permit IFAL to disapply the strict requirements of the IFPRU Remuneration Code and to apply these regulations on a proportionate basis. This approach may change in the future having regard to the regulatory environment and market sentiment.

4.3 Executive Directors' remuneration

The approach to Executive Directors' remuneration aims to align their interests with the long-term interests of Shareholders. Furthermore, it aims to promote a high performance culture with appropriate reward for superior performance, without creating incentives that will encourage excessive risk-taking or unsustainable Company performance.

The Company intends to deliver these outcomes via a remuneration framework which combines annual salary, benefits, pension, an annual bonus plan and share-based awards under the PSP and SIP 2018.

Further details of each Executive Director's remuneration are set out below and in paragraph 8(a) of Part 11 of this Prospectus. The Company will submit its remuneration policy (as it relates to the Executive Directors) to a binding vote of Shareholders at the annual general meeting of the Company held in the first financial year which begins on or which follows Admission. Accordingly, the Company will outline the detail of its future policy relating to the Executive Directors' remuneration, including participation in the annual bonus plan, PSP and SIP 2018, in its annual report and accounts in due course.

The following represents the spirit and intent of the Company's intended approach to Executive Director remuneration as at the date of this Prospectus and as agreed by the Remuneration Committee.

Annual salary

The Executive Directors' salary is positioned to reflect each individual's professional experience and level of responsibility in their role.

Salaries will typically be reviewed on an annual basis. The Remuneration Committee will consider increasing salaries over time subject to personal and company performance.

Annual bonus plan

The annual bonus plan is designed to reward performance against selected financial and other performance measures, including as to personal performance, subject to Company affordability.

Performance Share Plan 2018 ("PSP")

It is not intended that awards will be made under the PSP on Admission.

Awards under the PSP will normally be granted annually. The PSP is designed to reward delivery of the Company's strategy and growth in Shareholder value over a multi-year period and is intended to align Executive Directors' interests with those of Shareholders.

Awards granted to Executive Directors under the PSP are expected to vest after a three year period, subject to continued employment, and may be subject to the achievement of performance measures.

PSP awards will be subject to the malus and clawback provisions, as set out in the rules of the PSP.

Further details of the PSP are set out in paragraph 6 of Part 11 of this Prospectus.

Share Incentive Plan ("SIP 2018")

The Company is intending to offer all employees the opportunity to participate in the SIP 2018 after Admission. Awards can only be made under the SIP 2018 within the legislative limits as set out in paragraph 6 of Part 11 of this Prospectus. Further details of the SIP 2018 are set out in paragraph 6 of Part 11 of this Prospectus.

5. Share dealing code

The Company has adopted, with effect from Admission, a code on dealings in relation to the Ordinary Shares and other securities. The code adopted will apply to the Directors and Senior Managers. The Directors will take all reasonable steps to secure compliance.

6. Conflicts of interest

There are no potential conflicts of interest between any duties owed by the Directors or Senior Managers to the Company and their private interests or other duties.

7. Employees

For FY2015, FY2016 and FY2017, the Group had an average of 352, 442 and 451 full-time equivalent employees, respectively, broken down by operational area as follows:

FTE – Permanent and temporary		FY2015 Contractor/			FY2016 Contractor/			FY2017 Contractor/
(average)	Permanent	Agency		Total Permanent	Agency		Total Permanent	Agency	Total
Client services Corporate and client	179	0	179	193	0	193	201	0	201
accounting staff Technical and	58	0	58	54	0	54	54	0	54
support staff	47	0	47	50	0	50	49	0	49
Software development staff	16	0	16	85	0	85	85	0	85
Sales, marketing and product development
staff	33	0	33	35	0	35	37	0	37
Legal and
compliance staff	17	2	19	22	1	23	25	0	25
CEO office staff	1 –––––––––	0 –––––––––	1 –––––––––	1 –––––––––	0 –––––––––	1 –––––––––	1 –––––––––	0 –––––––––	1 –––––––––
Total	350 –––––––––	2 –––––––––	352 –––––––––	441 –––––––––	1 –––––––––	442 –––––––––	451 –––––––––	0 –––––––––	451 –––––––––

The Group has experienced relatively low staff turnover across the business. As at 30 September 2017, 46 per cent. of employees had been with the Group for more than five years and 26 per cent. for more than ten years.

PART 4 SUPERVISION AND REGULATION

1. Regulatory overview

Three of the Group's operating subsidiaries, IFAL, ILUK and ILInt are regulated. IFAL, as an investment firm, is authorised and regulated by the FCA, ILUK, as a life assurance company, is authorised by the PRA and regulated by the FCA and PRA and ILInt, which is a non-UK life assurance company, is regulated by the IoMFSA.

2. Regulatory framework in the UK

The UK's system of financial regulation comprises the following three regulators:

the Financial Policy Committee;
the PRA; and
the FCA.

The Financial Policy Committee, which sits within the Bank of England, is responsible for the macro prudential regulation of the entire financial services sector.

The PRA, a subsidiary of the Bank of England, is responsible for overseeing the micro-prudential regulation of banks, insurers and some large investment firms, such as significant investment banks.

The FCA is responsible for the conduct of business regulation of all authorised firms and the prudential regulation of firms not regulated by the PRA. The FCA also has market regulatory functions and powers in respect of early intervention, which enable it to intervene directly in the market and make product intervention rules with the aim of preventing harm to consumers. For example, the FCA could potentially make rules to restrict the promotion of a particular product to certain types of consumers only.

2.1 The PRA's general objective

In discharging its general functions, the PRA's general objective is promoting the safety and soundness of PRA-authorised firms. The PRA is required to advance this objective primarily by seeking to:

ensure that the business of PRA-authorised firms is carried on in a way which avoids any adverse effect on the stability of the UK financial system; and
minimise the adverse effect that the failure of a PRA-authorised firm could be expected to have on the stability of the UK financial system.

When discharging its general functions in a way that advances its objectives, the PRA must, so far as is reasonably possible, act in a way which, as a secondary objective, facilitates effective competition in the markets for services provided by PRA-authorised firms carrying on regulated activities.

2.2 The FCA's objectives

When discharging its general functions of rule-making, preparing and issuing codes under FSMA, giving general guidance or determining general policy and principles, the FCA must, so far as is reasonably possible, act in a way which is compatible with its strategic objective of ensuring that relevant markets function well, and which advances one or more of its operational objectives of:

• securing an appropriate degree of protection for consumers (the consumer protection objective);

promoting effective competition in the interests of consumers in financial markets (the competition objective); and
protecting and enhancing the integrity of the UK financial system (the integrity objective).

So far as is compatible with its consumer protection and integrity objectives, the FCA must discharge its general functions in a way which promotes effective competition in the interests of consumers.

2.3 Authorisation to carry out regulated activities in the UK

In the UK, the provision of financial services by way of business is governed by certain requirements under FSMA, together with secondary legislation and other rules made under it, for example the FCA Rules. Under section 19 of FSMA, it is an offence for any person to carry on "regulated activities" in the UK unless they are an authorised person or exempt from the need to be authorised.

The various "regulated activities" are set out in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended). They include (among other regulated activities):

dealing in investments as principal or agent;
managing investments* (including portfolio management);
arranging deals in investments;
advising on investments*; and
the safeguarding and administration of assets (including the arranging of such safeguarding and administration).
* None of the group regulated entities hold these permissions.

In addition, the FCA may grant approval for a firm to hold client money.

In granting an application by a firm for authorisation, the FCA may delineate the scope of, and include such restrictions on, the grant of permission as it deems appropriate. In granting or varying the terms of a firm's permissions, the FCA must ensure again that the firm meets certain threshold conditions (see below). In addition, under FSMA, the FCA can impose such requirements on a firm as it considers appropriate to require it to take, or refrain from taking, specified action. These requirements may relate to a range of matters, including the scope of the firm's business, the types of client to whom the firm may provide services, capital, liquidity and interactions with affiliates.

2.4 UK threshold conditions

Firms must at all times meet specified "threshold conditions" set out in FSMA, which relate to matters including the adequacy of the firm's financial and other resources and whether a firm is a fit and proper person to conduct its regulated activities, having regard to all the circumstances (including whether the firm's affairs are conducted soundly and prudently).

2.5 Requirements for authorised firms in the UK

The Regulated Subsidiaries are obliged to comply with, among other things, FSMA (and secondary legislation made under it), other relevant UK and directly effective EU legislation, the FCA Rules, the PRA Rules and the IoMFSA Rules. The rules and guidance in the FCA Handbook are contained in a number of sourcebooks. The sourcebooks which have the greatest impact on the Group's business on a day-to-day basis are those governing Principles for Business, Conduct of Business and Client Assets. The other important parts of the rules are those governing prudential standards and regulatory capital, Senior Management Arrangements, Systems and Controls (including provisions on Senior Managers and Certification). The change of control regime for authorised firms should also be noted.

2.5.1 The principles for businesses

The PRIN are high-level principles which are a general statement of the fundamental obligations of FCA-authorised firms under the regulatory system. The Principles form the foundation of authorised firms' responsibilities to their clients and reflect the FCA's statutory objectives. The Principles are binding "rules" in their own right and the rest of the FCA Rules flow from them. The Principles have two purposes:

they provide authorised firms with a clear and concise statement of their fundamental obligations under the FSMA regulatory regime and the standards that the FCA expects firms to meet in the day-to-day conduct of their business; and
they provide a basis for supervisory activity and enforcement action by the FCA. As a result, firms can be disciplined for committing a breach of a Principle even if they have not breached any of the FCA's other rules.

The Principles require authorised firms to set high standards but allow them flexibility as to how they achieve those standards. The measures taken and the resources required by firms to achieve those standards will depend on the nature and risks of the relevant firm's business but the Principles acknowledge that the measures taken should be proportionate to those risks.

If a breach of the Principles occurs, the FCA has the power to take a wide range of disciplinary actions against regulated firms and any FCA-approved persons (see below), including public censure, the imposition of fines, the variation, suspension or termination of the firm's authorisations or the removal of approved status from individuals.

2.5.2 Conduct of business rules

The COBS rules apply to every authorised firm carrying on relevant regulated activities. These rules regulate the day-to-day conduct of business standards to be observed by authorised firms in carrying on regulated activities.

The scope and range of obligations imposed on an authorised firm under the COBS rules vary according to the scope of the firm's business and the nature of its clients. Generally speaking, however, the obligations imposed on an authorised firm by the COBS rules will include: the need to provide retail clients with information about the firm; meet certain standards of disclosure about the products and the services; ensure that promotional materials which it produces are clear, fair and not misleading; assess suitability when advising on certain products; manage conflicts of interest; and report appropriately to its clients.

2.5.3 Custody and client money rules

Where a firm has permission to safeguard and administer custody assets, as is the case with IFAL, it must comply with the Custody Rules in the CASS and, where it has approval to hold client money, again, as is the case with IFAL, it must comply with the provisions of the Client Money Rules in CASS. These include the requirement to clearly identify client assets, hold client money separately from the firm's own money, to carry on internal and external reconciliations, to make good any client money shortfalls, and to appoint an individual responsible for CASS compliance.

2.5.4 Prudential standards

It is an ongoing requirement for authorised firms carrying on regulated activities to comply with the prudential standards imposed by (in the case of the Regulated Subsidiaries) the PRA and the FCA. It is a fundamental requirement of the PRA's and FCA's prudential rules that firms maintain adequate financial resources.

Rules relating to the calculation of capital resources applicable to the Regulated Subsidiaries are currently contained in various provisions within the PRA and FCA handbooks.

2.5.5 Regulatory capital

Regulatory capital requirements form an integral part of the PRA's and FCA's prudential supervision of UK-authorised firms. The regulatory capital rules oblige firms to hold a certain amount of capital at all times (taking into account the particular risks to which the firm may be exposed given its business activities), thereby helping to ensure that firms can meet their liabilities as they fall due and safeguarding their (and their counterparties') financial stability. The regulators also expect firms to take a proactive approach to monitoring and managing risks, consistent with their high level requirement for firms to have adequate financial resources.

Regulatory capital requirements exist on two levels. The first is a solo requirement aimed at individual authorised entities (with the relevant firm being required to submit periodic returns to demonstrate compliance with the relevant requirement). The second is a consolidated (or group) requirement and relates to a part of or the entire group of which an authorised firm or firms form part. Generally, the PRA or FCA exercise consolidated supervision up to the level of the top most EEA entity in the group.

While there is discretion for the PRA or FCA to grant a consolidated supervision waiver on receipt of an application to this effect and subject to certain requirements being met, there is no such waiver in place at this time and the Group does not intend to seek such waiver. Consequently, capital requirements apply to each of the Regulated Subsidiaries. These requirements will consider the position of the Group with the capital and assets (and hence capital requirements) of subsidiaries consolidated, as appropriate. Exposures to Group undertakings which are not consolidated as subsidiaries will be assessed individually and may be included in the capital requirements or may be required to be deducted from the Group's capital base. Other deductions from the capital base will also be required.

For insurance companies, such as ILUK, Solvency II is the regime for the prudential regulation of European insurance companies that came into force on 1 January 2016. It sought to modernise the existing regulatory framework with the objective of providing an enhanced and more consistent level of protection for policyholders across Europe. Solvency II also introduced features to improve a firm's understanding and management of its risks with a view to improved resilience to shocks.

2.5.6 The Approved Persons Regime/Senior Managers and Certification Regime

There are certain "controlled functions" that are undertaken by individuals for (or on behalf of) an authorised firm. The individuals who perform these functions must be approved by the FCA as fit and proper. These are known as approved persons.

An approved person must abide by the rules and principles set out in the APER. These include acting with integrity, observing proper standards of market conduct, and dealing with regulators in an open and co-operative way. Failing to do so can lead to enforcement action against the individual, including public censure, fines and removal of approved status. This could also lead to enforcement action being taken against the firm itself.

During 2018 the SMCR, which currently applies to banks and very large investment firms, will be extended to include all authorised firms, including the Regulated Subsidiaries. The FCA has consulted on the rules implementing the SMCR and indicated that these will replace the existing Approved Persons Regime resulting in senior managers being mapped into one or more of the SMFs and having a more clearly defined statutory duty of responsibility to take reasonable steps to prevent regulatory breaches in their area of responsibility. Some roles will also require internal certification. These certified persons are also subject to FCA rules and sanctions. All staff will be subject to conduct rules. The FCA will be able to hold individuals who fail to comply with the SMCR accountable. ILUK is already subject to the SIMR and has been since March 2016. During 2018, the introduction of the certification regime and conduct rules for firms subject to the SIMR will align it with the SMCR and the SMCR will then replace the SIMR.

2.5.7 The change of control regime for authorised firms

Under the FSMA change of control regime, a person who has decided to acquire "control" over a UK firm authorised and regulated under FSMA is required to seek consent from the FCA before doing so. A FSMA-authorised and regulated firm must also notify the FCA when the transaction which results in that acquisition takes place. Any acquisition of control over the Company would be subject to this regime.

A proposed "controller" for the purposes of the controller regime is any natural or legal person (or such persons "acting in concert") who decides to acquire, directly or indirectly, control over a UK-authorised firm. "Control" over the Regulated Subsidiaries is acquired if the acquirer:

holds 10 per cent. or more of the shares or voting rights in that company or in its parent undertaking; or
is able to exercise significant influence over the management of the firm by virtue of the acquirer's shares or voting power in the company or its parent undertaking.

The FCA has up to 60 working days from the date of submission of such a notification to approve any such acquisition. The FCA is permitted to serve a notice of objection to the acquisition of control and, if it does serve such a notice, is required to specify in the notice its reasons for the objections.

A person who ceases to be a 10 per cent. controller is required only to provide written notice to the FCA. In other words, FCA approval is not required for cessation of control.

These laws may change. The more onerous controller approval regime, which applies to banks, insurers and investment firms in scope of MiFID, will also apply to a Regulated Subsidiary if it varies its regulatory permissions so that if falls within the scope of the more onerous regime.

Breach of the notification and approval regime imposed by FSMA on controllers is a criminal offence.

2.6 Supervision and enforcement in the UK

2.6.1 Supervision

Both the FCA and PRA have wide powers under FSMA to supervise, and intervene in, the affairs of an authorised firm. The FCA can, for instance, require firms to provide particular information or documents to it, require the production of a report by a "skilled person" appointed by the FCA or formally investigate a firm. The nature and extent of the FCA's supervisory relationship with a firm depends on how much of a risk that firm is considered to pose to the FCA's statutory objectives.

IFAL is classified as a "P1" firm by the FCA for prudential supervision purposes due to the value of client money and custody assets held for clients. In common with all P1 firms, IFAL is subject to a two yearly SREP cycle. Nothing significant arose as a result of the previous SREP assessment and, to date, the Group has had no formal feedback in relation to its ongoing assessment.

2.6.2 Enforcement

Both the FCA and PRA have the power to take a range of enforcement actions, including the ability to sanction companies and individuals carrying out functions within them. Most notably, enforcement actions may include public censure, restitution, fines and, ultimately, revocation of permission to carry on regulated activities or of an Approved Person's status. The FCA can also vary or cancel the permissions of an authorised firm that has not engaged in regulated activities for 12 months or fails to meet the threshold conditions.

In addition to the above, the FCA can also impose sanctions on any person who is found to have committed market abuse and it has the power to prosecute (i) criminal offences arising under FSMA; (ii) insider dealing under Part V of the Criminal Justice Act 1993; and (iii) breaches of the UK's money laundering legislation.

2.6.3 Consumer complaints and compensation

All FCA-regulated firms are under the compulsory jurisdiction of the FOS which was set up under FSMA. Authorised firms must have appropriate complaints handling procedures but, where these are exhausted, the FOS provides for dispute resolution in respect of certain categories of customer complaints brought against applicable firms by individuals and small business customers.

The FOS provides an alternative to customers bringing complaints in the courts and is empowered, upon determining a dispute in favour of a customer, to order a firm to pay fair compensation for any loss or damage it caused to the customer, or to direct a firm to take such steps in relation to the customer as the FOS considers just and appropriate, and irrespective of whether a similar award could be made by a court. The FOS is funded by levies and case fees payable by firms covered by the FOS.

The FSCS was established under FSMA and provides compensation to certain categories of customers who suffer losses as a consequence of the inability of a regulated firm to meet its liabilities arising from claims made in connection with regulated activities. The FSCS is funded by means of levies on all its participating financial services firms. The levy is calculated separately for each class of financial services with each class divided into sub-classes based on provider or intermediation activities.

The levy operates on the basis that a sub-class makes contributions, up to a specified threshold, to compensate investors upon the default of a market participant in that sub-class. It should be noted, however, that such contributions are not restricted to failures in the sub-classes to which a particular firm belongs as there is the possibility that cross-subsidy between sub-classes may be required.

2.6.4 Money laundering and other financial crime

All FCA-authorised and regulated firms are required under the Money Laundering Regulations to observe and apply certain administrative procedures and checks that are designed to prevent money laundering and financial crime.

The SYSC contains rules requiring firms to take reasonable care to establish and maintain effective systems and controls for countering the risk that the firm might be used to further financial crime. For these purposes, financial crime includes any offence involving fraud or dishonesty, misconduct in, or misuse of information relating to, a financial market, handling the proceeds of crime or the financing of terrorism, as well as bribery and corruption offences.

Failure to maintain the necessary procedures is a criminal offence. The Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Counter-Terrorism Act 2008 also contain a number of offences in relation to money laundering.

2.6.5 Regulatory change

As set out further in the section headed "Risks relating to regulation to which the Group is subject" of the section of this Prospectus entitled "Risk Factors", FCA and PRA-regulated firms have been subject to regulatory change, much of which resulted from the 2007 to 2009 financial crisis. The most recent and significant changes, which are only just coming into force and effect, are summarised below.

There has been an increased focus in the EU on the fair treatment of customers, in particular on the way in which the insurance industry and fund management industry sells and administers insurance policies, interests in investment funds and other products or services, including investment advice, which has led to the introduction of MiFID II, PRIIPS and the IDD. In addition, the Group is subject to other laws and regulations, including in respect of data protection, in respect of which the most significant regulatory change is the GDPR (see below), as it holds significant amounts of confidential financial adviser and client data.

MiFID II

MiFID is the EU legislation that regulates firms that provide services to clients linked to "financial instruments" (shares, bonds, units in collective investment schemes and derivatives) and the venues where those instruments are traded. MiFID II came into effect on 3 January 2018 and impacted the Regulated Subsidiaries. It introduced requirements to report additional transactions and in more detail than previously, requiring changes to systems to capture the data governing transactions which companies within the Group execute; new product governance requirements, requiring systems changes to ensure that information is passed between "manufacturers" and "distributors" to ensure that financial instruments are distributed, and continue to be distributed, to the correct "target market"; new disclosure requirements, including the disclosure of costs and charges; enhanced rules on inducements, including assessment and disclosure requirements; new duties regarding the determination of whether products distributed on an execution-only basis are "appropriate" where such products are treated as "complex"; new rules on best execution disclosure, including annual reporting requirements; additional rules on corporate governance and the protection of client assets; and more onerous requirements on the retention and retrieval of records.

The PRIIPs Regulation

The PRIIPs Regulation is the EU legislation governing the requirement to provide a KID containing certain pre-contract product disclosures to retail consumers when they are considering buying a PRIIP. The PRIIPs Regulation came into effect on 1 January 2018. The PRIIPs Regulation covers both packaged retail investment products (that is, investment products in relation to which the amount repayable to the retail investor fluctuates because of exposure to reference values or to the performance of one or more assets that are not directly purchased by the retail investor) and insurance-based investment products (that is, insurance products that offer a maturity or surrender value that is directly or indirectly exposed to market fluctuations). This includes products such as units in an investment fund, life insurance policies with an investment element and structured deposits. As such, the Group, as a consequence of the activities of ILUK and ILInt, is required to comply with KID requirements in relation to its activities.

IDD

The IDD (due to be implemented in October 2018) will expand the amount of information to be provided to clients and will increase the professional requirements of those who sell insurance. The Group carries on some insurance mediation and the changes will require the implementation of changes to sales processes and the provision of additional staff training in some areas. The FCA is also carrying out work on consumer communications which may result in a detailed review of all material provided to customers.

GDPR

The introduction of the GDPR is likely to increase compliance requirements on all those who process personal data, including the Group, and will introduce new rules around consent, data portability, the right to be forgotten and notification of all breaches to the Information Commissioner. Further, the Information Commissioner will have wider powers of enforcement and will have the ability to levy increased levels of fines of up to four per cent. of the annual worldwide turnover of company groups in the event of a breach. Companies have two years from the date of adoption of the GDPR in April 2016 to implement all the necessary changes to their systems and operations. The GDPR is likely to increase the regulatory burden on the Group in processing personal financial adviser, client, employee and other data in the conduct of its business and to increase the potential sanctions available in the event of a breach.

3. Regulatory framework in the Isle of Man

The IoMFSA is the regulatory authority responsible for the supervision of financial services firms, including those in the insurance sector, in the Isle of Man. The IoMFSA came into being on 1 November 2015 as a result of the merger of the functions of the FSC and the IPA.

The regulatory objectives of the IoMFSA are:

securing an appropriate degree of protection for policyholders, members of retirement benefits schemes and the customers of persons carrying on a regulated activity;
the reduction of financial crime; and
the maintenance of confidence in the Isle of Man's financial services, insurance and pensions industries through effective regulation, thereby supporting the Isle of Man's economy and its development as an international financial centre.

Life assurance companies carrying out insurance business in or from the Isle of Man are required to be authorised under the IoM Insurance Act.

The IoM Insurance Act consolidated most of the former primary legislation in relation to insurance regulation, including the Insurance Act 1986, the Insurance (Amendment) Act 2004 and the Insurance Intermediaries (General Business) Act 1996. The IoM Insurance Act seeks to ensure that senior management and controlling parties of insurance businesses are fit and proper and that the companies are financially sound.

ILInt is an authorised insurer and may undertake classes of insurance business including Class 1. Class 1 encompasses "linked long-term" including contracts of insurance on human life where the benefits are wholly or partly to be determined by reference to the value of, or the income from, property of any description. The Insurance Act 2008 is a regulatory regime which, inter alia, specifies certain requirements applicable to authorised insurers:

Section 12 provides that every authorised insurer shall maintain a margin of solvency of such amount as may be prescribed by or determined in accordance with regulations. Section 14 provides that every authorised insurer shall appoint a person as auditor to the insurer. Section 16 provides that an authorised insurer shall not carry on any activities otherwise than in connection with or for the purpose of its insurance business. Section 18 requires every authorised insurer carrying on long-term business to appoint as actuary to the insurer a person having the specified qualifications.

Section 19 provides as follows:

Assets attributable to long-term business

(1) All receipts of an authorised insurer's long-term business shall be carried to, and form part of, a special fund with an appropriate name (in this Act referred to as a 'long-term business fund').
(2) Every authorised insurer carrying on long-term business shall keep its accounts in respect of such business separate from any accounts kept in respect of any other business.
(3) Every authorised insurer shall maintain books of account and other records such that-
(a) the assets in its long-term business fund; and
(b) the liabilities of its long-term business,

can be readily identified at any time.

And Section 20 provides as follows:

Use of long-term business assets

(1) Subject to subsection (2), the assets in an authorised insurer's long-term business fund shall be applicable only for the purposes of that business notwithstanding any arrangement for its subsequent repayment out of receipts of business other than long-term business.

(2) The restriction imposed by subsection (1) shall not apply to so much of those assets as are certified by the actuary to the insurer to exceed the extent (as so certified) of the liabilities of the insurer's long-term business.
(3) No transfer of assets from the long-term business fund, other than a transfer in accordance with subsection (1), shall be effected without-
(a) the authority of a resolution of the directors of the insurer; and
(b) the written consent of the actuary to the insurer.
(4) Any mortgage, charge or lien shall be void to the extent to which it contravenes subsection (1).
(5) No such insurer shall declare or pay a dividend to any person other than a policyholder unless-
(a) at a date within the year immediately preceding the declaration of the dividend, the value of the assets in its long-term business fund as certified by the actuary to the insurer, exceeds the extent (as so certified) of the liabilities of the insurer's long-term business; and
(b) the amount of such dividend shall not be such as to cause the margin of solvency of the insurer to fall below the amount required under section 12.

The Insurance Act 2008 defines "long-term business" as any kind of insurance business declared by regulations to be long-term business.

The Insurance Act 2008 also contains provisions in relation to the winding up of insurance companies, including the following:

(1) a petition for the winding up of an insurance company shall not be presented except by leave of the court, but may be presented by the IoMFSA;
(2) no insurance company which carries on long-term business shall be wound up voluntarily;
(3) in any winding up the assets in the company's long-term business fund shall be available only for meeting the liabilities of the company attributable to its long-term business; and the other assets of the company shall be available only for meeting the liabilities of the company attributable to its other business;
(4) the liquidator shall, unless the court otherwise orders, carry on the long-term business of the company with a view to its being transferred (with the sanction of the court) as a going concern to another body corporate, whether an existing body corporate or a body corporate formed for that purpose; and
(5) the court may, if it thinks fit and subject to such conditions (if any) as it may determine, reduce the amount of the contracts made by such company in the course of carrying on its long-term business.

The Insurance Act 2008 also gives the IoMFSA various enforcement powers and sanctions.

Under the IoM Insurance Act, no person shall become the controller (as defined below) of an Authorised Insurer (such as ILInt) under the IoM Insurance Act unless a written notice is served on the IoMFSA by the proposed controller not less than 28 days before the event or such other period as the IoMFSA may agree in writing. If it appears to the IoMFSA that such person is not a fit and proper person to become a controller of the Authorised Insurer concerned, the IoMFSA may direct that such person shall not, without the written consent of the IoMFSA, become such a controller.

The IoMFSA shall give written notice to the person concerned of any decision to make a direction as above; and except where the IoMFSA is satisfied that urgent action is necessary, the above notice shall be served on the person concerned not less than 28 days before the date on which the direction is to take effect.

Any consent by the IoMFSA as above may be: (i) given subject to conditions; (ii) varied from time to time; and (iii) revoked at any time, and the IoMFSA shall give written notice to the person concerned of any decision to exercise the powers above. No person shall become or continue as a controller of an Authorised Insurer under the IoM Insurance Act in contravention of a direction under the above provisions.

Where a person ceases to be the controller of an Authorised Insurer under the IoM Insurance Act, a written notice shall be served on the IoMFSA within 14 days of such cessation by (i) the Authorised Insurer; and (ii) the controller.

"Controller" in relation to a person which is a body corporate, means: (a) a managing director of a body corporate of which the person is a subsidiary; (b) a chief executive of a body corporate of which the person is a subsidiary; (c) a person in accordance with whose directions or instructions one or more of the directors of a body corporate of which the person is a subsidiary are accustomed to act unless the director or directors are accustomed so to act by reason only that they do so on advice given by that person in a professional capacity; or (d) a person who either alone or with any associate or associates is entitled to exercise or control the exercise of 15 per cent. or more of the voting power at any general meeting of the person or of another body corporate of which it is a subsidiary.

The IoMFSA is committed to the continued development of an appropriate and up-to-date regulatory framework and is currently engaged on a major project to update this framework, consistent with its aims of ensuring that the Isle of Man has a proportionate and robust regime for the regulation and supervision of insurance business, in line with recent developments in international supervisory standards. Specifically, the IoMFSA is developing the framework to be appropriately consistent with the ICPs of the IAIS and also capable of a positive Solvency II equivalence assessment for its life insurance businesses.

The IoMFSA has said that it envisages the implementation of new requirements over the next two years in relation to the development of a more sophisticated risk-based capital and solvency regime. Pursuant to the above, the Amendment Act was passed and received Royal Assent on 18 July 2017 and is expected to come into force on or around 30 June 2018.

Under the Amendment Act, the existing section 12 of the Act will be substituted by a new provision which will provide for capital requirements for long term insurers. The substituted section 12 requires an authorised insurer to establish and maintain two capital requirements (namely (i) a MCR, below which no insurer will be regarded as viable to operate effectively; and (ii) a SCR above which, on a routine basis, supervisory intervention in relation to solvency requirements will not be expected; and to hold capital resources to meet those requirements.

A new section 12A will require an authorised insurer to refrain from paying a dividend or making a distribution to anyone other than a policyholder where to do so would cause the insurer to breach the SCR or where the amount of the dividend or distribution would cause this to occur.

A new section 12B will require an insurer to inform the FSA where its capital resources fall below either of the capital requirements maintained under section 12 or where it becomes aware of a substantial risk of this occurring within the next three months.

A new section 12C will set out the IoMFSA's powers where the insurer's capital resources fall below the MCR. Under this provision, the IoMFSA may either require the insurer to submit a short-term financial scheme to the IoMFSA for the purpose of enabling the insurer to restore compliance with the MCR or SCR; or else it may present a petition for the winding up of the insurer.

A new section 12D will set out the IoMFSA's powers where an insurer's capital resources fall below the SCR. In these circumstances, the IoMFSA may either require the insurer to submit a scheme as above or else withdraw the insurer's authorisation to accept new business.

The existing sections 19 and 20 of the Act relating to the long-term business fund will be repealed. The rationale is that these sections will no longer be required once the MCR and SCR requirements have been brought into force.

Furthermore, the IoMFSA has stated that it envisages the implementation of new requirements over the next two years in relation to the following principal areas:

• the introduction of a group supervision framework;

additional conduct of business requirements;
enhanced governance and enterprise risk management requirements;
enhanced requirements in respect of general insurance intermediation;
the introduction of public disclosure requirements, where appropriate; and
enhanced regulatory reporting.

The regulatory control environment is similar in many respects to the UK's position and the IoMFSA's approach to supervision and enforcement is also similar in nature to that of UK regulators.

Some examples of Isle of Man-specific regulation are set out below.

AML/CFT Legislation

The primary AML/CFT legislation on the Isle of Man is contained in the IoM AML Code. The IoM AML Code, together with the Insurance (Anti-Money Laundering) Regulations 2008 and Guidance Notes on Anti-Money Laundering and Preventing the Financing of Terrorism – for Insurers (Long Term Business) issued by the IoMFSA, require authorised insurers to observe and apply certain administrative procedures and checks that are designed to prevent money laundering and financial crime.

CGC

The CGC contains binding guidance for authorised insurers which the IoMFSA states should be "viewed as a component part of a regulated entity's means of maintaining and demonstrating adequate and effective corporate governance appropriate to its circumstances".

Data Protection

The Isle of Man Data Protection Act 2002 is recognised by the European Commission as providing an adequate level of protection for personal data.

In advance of the implementation of GDPR in May 2018, the Data Protection Act 2002 will be repealed and GDPR will be applied to the Isle of Man as part of the law of the Isle of Man by Order made under section 2A of the European Communities (Isle of Man) Act 1973.

Consumer complaints and compensation

The Financial Services Ombudsman Scheme, administered by the Isle of Man Office of Fair Trading, provides for dispute resolution in respect of certain categories of customer complaints brought against applicable firms, including authorised insurers, by individuals. The scheme's adjudicator has the power to impose directions to remedy the position and can make monetary awards in respect of an act or omission by a financial firm.

The Isle of Man Life Assurance (Compensation of Policyholder) Regulations 1991 ensure that, in the event of an authorised insurer being unable to meet its liabilities to its policyholders, the scheme manager shall pay to the policyholder a sum equal to 90 per cent. of the amount of any liability of the insurer under the contract. The scheme is managed by the IoMFSA and would be funded by a levy on the funds of other authorised insurers.

UK Financial Services Act 1986

Authorised Isle of Man insurers are able to effect or carry out contracts of insurance for UK residents as the Isle of Man is a designated territory under section 130 of the Financial Services Act 1986.

For further information in relation to the financial services regulatory risks relating to the Group's business, please see the section headed "Risks relating to regulation to which the Group is subject" of the section of this Prospectus entitled "Risk Factors".

4. FCA market study into the investment platforms market

In July 2017, the FCA announced its market study into the investment platforms market which is intended to assess whether competition between investment platforms works in the interests of consumers. In particular, the FCA will assess: (i) how platforms compete on the price and quality of the services and products that they offer and the products over which they have influence; and (ii) whether platform investment solutions offer investors value for money.

The FCA's study is driven by the recognition of the increasingly important role that platforms, both intermediated and D2C, play in the retail investment market and the concern to ensure that platforms compete to offer services which add value and meet the expectations of retail investors and financial advisers who may be acting on their behalf.

The FCA recognises that platforms can add value through the way that they provide access to investment products and exposure to markets but desires to ensure that they are using their bargaining power to negotiate good deals for investors and, in turn, then compete on their own distribution costs. Moreover, the FCA understands that the platform market is becomingly increasingly vertically integrated, and that this trend is only likely to continue, and is concerned that the closer relationships between platforms, asset managers, discretionary investment managers and financial advisers which such increased vertical integration gives rise to, will have the potential to distort competition by encouraging platforms to compete in the interests of those with which they have commercial relationships rather than in the interests of the consumer. As part of its study, the FCA will seek to assess what impact these more vertically integrated relationships are having on competition and whether they are working in the interests of investors.

The study is currently underway and, at this stage, it is difficult to assess whether it will have any material impact on the UK financial adviser platform market or lead to any material changes in the interaction between platform operators and other participants in the UK wealth management sector, such as asset managers and financial advisers.

PART 5 OPERATING AND FINANCIAL REVIEW

The following is a review of the Group's operating performance and financial position. Prospective investors should read the following discussion, together with the whole of this Prospectus, including the section entitled "Risk Factors" and Part 7 of this Prospectus and should not just rely on the key or summarised information contained in this Part 5.

The consolidated financial information referred to in this Part 5 has been prepared in accordance with (i) IFRS as adopted by the EU; (ii) the requirements of the Prospectus Directive Regulation; and (iii) the Listing Rules, and, unless otherwise stated, has been extracted without material adjustment from Part 7 of this Prospectus.

In this discussion and analysis, the financial years ended 30 September 2015, 30 September 2016 and 30 September 2017 are referred to as FY2015, FY2016 and FY2017, respectively. The period from the start of FY2015 to the end of FY2017 is referred to as the "historical financial period" and the audited consolidated historical financial information of the Group covering this period is referred to as the "historical financial information".

The financial information referred to in the following discussion and analysis has been rounded to the nearest decimal place and percentage changes have been calculated based upon these rounded numbers and so may not conform exactly to the calculation based upon the underlying unrounded figures.

This Part 5 contains "forward-looking statements". Those statements are subject to risks, uncertainties and other factors that could cause the Group'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. Prospective investors should read the section entitled "Presentation of Information" and "Risk Factors" for further information in this respect.

1. Overview

The Group provides platform services to UK clients and their financial advisers through its awardwinning platform, Transact. Transact is a key player in the UK wealth management market.

Transact offers a differentiated, premium platform service to clients and their financial advisers, with comprehensive functionality developed in-house and supported by a dedicated, high touch client service team of circa 160 staff. The Group's bespoke offering is targeted at financial advisers servicing mass affluent clients with investable assets of sufficient scale and complexity to warrant a more comprehensive platform service. The average portfolio size per family group managed on the Platform as at 30 September 2017 was circa £285,000. Transact has won numerous best platform and best service awards in financial adviser surveys.

The principal source of revenue earned by the Group is from the fees charged for the provision of the Transact platform service. The majority of this fee income is recurring in nature and based upon the value of the FUD on Transact. Additionally, the Group charges fees on tax wrappers and also earns some transaction-based revenue. The Group's business activities are highly cash generative. The Group charges clients direct for using Transact, with all fees being transparent on the client's portfolio. All interest received on client cash is passed directly to clients and it does not contribute to the Group's revenue.

2. Material factors affecting results of operations and financial condition

The principal factors that the Directors believe have had, and will continue to have, a material effect on its operations, results and financial condition during the historical financial period under review include:

absolute levels of FUD, which, in turn, are impacted by:
gross inflows;
gross outflows; and
absolute market levels;
financial adviser and client relationships;
basis point charge on client FUD; and
staff costs.

2.1 Absolute levels of FUD

FUD represents the assets that the Group is holding on behalf of its clients. FUD generates the main element of revenue for the Group through a tiered basis points charge levied on the value of FUD on the Platform. As at 30 September 2017, the Group had FUD of £27.9 billion and in FY2017 generated fee income of £80.2 million. The basis points charge represented 86 per cent. of revenue for FY2017.

Absolute levels of FUD are impacted by gross inflows, gross outflows and absolute market levels. The historical FUD and associated movements for the historical financial period are provided below:

	FY2015	FY2016	FY2017	Cumulative
FUD	£m	£m	£m	£m
Opening fee generating FUD Inflows Outflows	15,975 3,366 (1,327) –––––––	18,027 3,574 (1,378) –––––––	22,686 5,310 (1,647) –––––––	15,975 12,250 (4,352) –––––––
Net inflows Market movement Other movements(1)	2,039 (110) 123 –––––––	2,196 2,317 146 –––––––	3,663 1,425 153 –––––––	7,898 3,632 422 –––––––
Closing fee generating FUD Other FUD(2)	18,027 1,141 –––––––	22,686 1,914 –––––––	27,927 1 –––––––	27,927 1 –––––––
Total closing FUD	19,168 –––––––	24,600 –––––––	27,928 –––––––	27,928 –––––––
Average fee generating FUD	17,002	20,357	25,307	21,952

Notes:

(1) Includes investment income, fees and taxes.

(2) FUD held on behalf of a single private client for which the only charge was a nominal fee for custody. This FUD is being removed from the Platform with no material impact on revenue.

The growth in FUD over the historical financial period is attributed to inflow of new money. Over this period, gross inflows of £12.3 billion were received onto the Platform.

The Group receives three principal sources of inflows:

new clients introduced to the Platform by current financial advisers who currently use it – for FY2017, this amounted to £3.3 billion or 62 per cent. of total inflows in FY2017;
top-ups by current clients with current financial advisers who currently use Transact for FY2017, this amounted to £1.6 billion or 30 per cent. of total inflows in FY2017; and

• new clients introduced to Transact by new financial advisers who started to use the Platform in the financial year – for FY2017, this amounted to £0.4 billion or seven per cent. of total inflows in FY2017.

The Group provides an extensive range of tax efficient savings wrappers including ISAs, SIPPs, insured personal pension plans, Section 32 Buy-out Bonds, and onshore and offshore life assurance bonds. In addition to the wrappers, each client portfolio has a GIA that can hold assets not allocated to tax wrappers and offers no specific tax benefits.

Gross inflows

The single most important source of inflows to the Group over the historical financial period has been from pension products. The Directors believe that this increase is, at least in part, driven by the changes in UK pension legislation. These changes included Flexible Drawdown (introduced in April 2011 and which has been subsequently amended to make it easier for clients to access their pensions (as the guaranteed income requirement was reduced and then abolished)) and changes to "nominee" and "successor" pensions that mean that investments held in a pension environment can be passed down the generations.

Pension inflows have increased over the historical financial period from £1.32 billion in FY2015 to £2.71 billion in FY2017.

The Group has also been a beneficiary from the increase of the ISA subscription limit which was increased in April 2017 from £15,240 to £20,000. The increase in ISA inflows is, in part, attributable to this increase as current clients are able to contribute more into their ISAs and also, in part, due to new clients making ISA contributions.

The table below details gross inflows per wrapper provided by Transact:

	FY2015	FY2016	FY2017
	£m	£m	£m
Inflows into wrappers
GIA	1,002	974	1,244
ISA	791	787	1,093
Pension	1,315	1,579	2,715
Bonds	258 –––––––	234 –––––––	258 –––––––
Total	3,366 –––––––	3,574 –––––––	5,310 –––––––
Inflows as % of opening FUD	21.1%	19.8%	23.4%

In FY2016, total inflow growth was 6.2 per cent. when compared to the previous financial year as clients and financial advisers took advantage of "pension freedoms" and this is reflected in the increase in pension inflows.

For FY2017, inflow growth was 48.6 per cent. compared to FY2016 as the legislative changes affecting pensions had a greater impact. The uplift in ISA inflows during FY2017 reflected the changes in the maximum subscription levels described above.

Gross outflows

Withdrawals from Transact are principally driven by clients' lifestyle requirements. Most withdrawals from the Platform are paid direct to clients, for example, as a consequence of pension drawdown payments to provide regular monthly income. Transfers to other platforms may arise when a financial advisory firm is acquired by a vertical integrator. Further details of outflows over the historical financial period are shown in the table below:

	FY2015 £m	FY2016 £m	FY2017 £m
Outflows from wrappers
GIA	(604)	(595)	(706)
ISA	(231)	(269)	(324)
Pension	(427)	(444)	(547)
Bonds	(65) –––––––	(70) –––––––	(70) –––––––
Total	(1,327) –––––––	(1,378) –––––––	(1,647) –––––––
Outflows as % of closing FUD	8.3%	7.6%	7.3%

In FY2016, the value of outflows increased by 3.8 per cent. when compared to FY2015. For FY2017, the value of outflows increased by 19.5 per cent. compared to FY2016. These increases partially reflected market movements increasing the value available for clients to withdraw as well as the Group's growing client base. Outflows are relatively stable when compared to FUD at the beginning of each financial year.

A summary of net flows over the three years is provided in the table below:

	FY2015	FY2016	FY2017
	£m	£m	£m
Net flows from wrappers
GIA	398	379	539
ISA	560	518	769
Pension	888	1,135	2,167
Bonds	193 –––––––	164 –––––––	188 –––––––
Total	2,039 –––––––	2,196 –––––––	3,663 –––––––
Net flows as % opening FUD	12.8%	12.2%	16.1%

Net flows are a consequence of the inflows and outflows discussed above. Net flows in FY2017 were substantially higher than in the previous financial year. This was largely a function of the implications of pension freedoms gathering momentum.

Absolute market levels

The growth in FUD is a driver of the Group's revenue with a majority of fees based on the value of FUD on the Platform. Accordingly, asset appreciation will generally lead to an increase in the Group's revenue from tiered basis point charges. Therefore, absolute market levels can have a significant effect on the Group's operating results.

Market conditions over the historical financial period were relatively benign by historical standards and this is generally attributed to the implications of quantitative easing. When market sentiment was adversely impacted in 2008 and 2009, the Group's inflows reduced, nevertheless, the Group experienced net inflows in every quarter of 2008 and, more widely, has experienced net inflows of fee generating FUD in every month since it started writing business in March 2000.

Over the historical period, FUD has benefited by asset appreciation, dividend income and interest earned on cash balances held in clients' wrappers of approximately £4.0 billion after fees and tax.

FUD is held in a number of different investment products. Based on the data provided by fund managers that allows a significant percentage of the asset class split within mutual funds to be determined, the table below shows the allocation of client assets split between equities, bonds, property, client cash and "other", where "other" represents that percentage which cannot be allocated from the data provided.

	FY2015	FY2016	FY2017
	%	%	%
Asset class
Equities	49	49	53
Bonds	21	22	24
Cash	10	10	11
Property	1	4	4
Other	19	15	8

The asset mix has been relatively consistent across the historical financial period with approximately 50 per cent. of FUD held in equities on average. The wide choice of mutual funds available to clients through Transact results in the underlying equity holdings across those funds being highly diverse. Allowing for the limitations of data available to the Company, the FTSE All Share Index represents a reasonable approximation of investment performance in the period. During the historical financial period, the FTSE All Share Index has appreciated as outlined below:

	FY2015	FY2016	FY2017
FTSE All Share Index
Opening	3533.93	3335.92	3755.34
Closing	3335.92	3755.34	4049.89
Change	(5.6%)	12.57%	7.84%
Average	3434.93	3545.63	3902.62
YoY change in average	(1.2%)	3.2%	10.1%

As at 30 September 2017, approximately 24 per cent. of FUD was held in bonds. Again, the wide choice of mutual funds available to clients through Transact results in the underlying bond holdings across those funds being highly diverse. Allowing for the limitations of data available to the Company, the S&P U.K. Investment Grade Corporate Bond Index (total return) represents a reasonable approximation of investment performance. During the historical financial period, the S&P U.K. Investment Grade Corporate Bond Index (total return) has appreciated as outlined below:

FY2015	FY2016	FY2017


287.11	298.53	346.37
298.53	346.37	345.13
4.0%	16.0%	(0.4%)
292.82	322.45	345.75
5.8%	10.1%	7.2%

The actual mix of underlying assets that constitute the FUD will drive the growth in FUD over any period.

2.2 Financial adviser and client relationships

Both the number of financial advisers that Transact services and the number of clients that each financial adviser services has a bearing on the revenue and profitability of the Group.

Current financial advisers

The Group values its relationships with current financial advisers and clients highly and seeks to provide them with a high touch, premium service to ensure that they receive the benefits that Transact offers.

The majority of fund flows in any given year are introduced by current financial advisers. That is one of the key reasons that the Group focuses on the high touch service element of its proposition as the Directors believe that it reduces the burden on financial advisers of servicing current clients and introducing new clients to the Platform.

In each of FY2015, FY2016 and FY2017, financial advisers on the Platform prior to the start of each financial year have been responsible for delivering more than 92.5 per cent. of gross inflows received from their current and new clients.

New financial advisers

When new financial advisers try Transact for the first time, they tend to test the Platform with a few of their clients to see if they like the functionality offered and the service that they receive. Approximately seven per cent. of inflows came from new financial advisers in each of FY2015, FY2016 and FY2017.

More than 25 per cent. of gross inflows in each of FY2015, FY2016 and FY2017 came from financial advisers that have used Transact for between one and four years.

The table below sets out details of the growth in the number of financial advisers using the Platform, together with the increases in client numbers, over the historical financial period.

	FY2015	FY2016	FY2017
Financial Adviser numbers
Opening financial adviser number	4,672	4,890	5,005
Net new financial advisers	218	115	138
Closing financial adviser number	4,890	5,005	5,143
Net growth in new advisers	4.7%	2.4%	2.8%
Client numbers
Opening client number ('000)	115	128	137
Net new clients ('000)	13	9	14
Closing client number ('000)	128	137	151
Net growth in new clients ('000)	11.3%	7.0%	10.2%

Over the historical financial period, advisers using the Platform at the start of each financial year within the historical financial period have been responsible for delivering approximately 35 per cent. of inflows received in each financial year during the historical financial period.

2.3 Basis point charge on client FUD

As referred to above, the Group's principal source of revenue is a tiered basis point charge levied on the value of FUD on the Platform. The fee income as a percentage of average fee generating FUD has reduced in each of FY2015, FY2016 and FY2017 (37bps, 34bps and 32bps, respectively). This is a consequence of two factors:

Average client size

As the average value of a client's portfolio grows, the absolute fee payable to the Group increases but the fee as a percentage of FUD reduces. This ensures that both the Group and the client benefit. The Group receives more revenue and a larger contribution to profits and the financial adviser and the client is encouraged to introduce further funds at a lower marginal fee rate.

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Average Portfolio Size	144	167	189
Average Family Group Portfolio Size	213	249	285

Responsible pricing and changes to charging structure

On several occasions during its lifetime, the Group has reduced the charges it levies. In its early years, the Group's pricing changes were largely reactive, introduced in response to competitors entering the market with charges that were lower than the Group's. However, more recently, the Group has made refinements to its charging structure whereby it has shared some of its efficiency gains from scale with clients when the Directors were comfortable that doing so would have no negative impact on service levels or on the expectation of absolute levels of profitability. As an example of this, in FY2017, the level at which FUD per client was charged at 30bps was reduced from £150,000 to £120,000. In the same financial year, annual commission income accounted for 86 per cent. of total fee income. In FY2015, the comparative charge was 32.5bps. The Directors intend to continue this approach as they believe it assists with retention by rewarding loyalty and attracts new business from clients elsewhere with portfolios of the size at which the price reductions are targeted.

2.4 Staff costs and headcount

The largest administrative expense incurred by the Group relates to staff costs. A high proportion of these costs are fixed with a small element relating to discretionary bonuses that are paid in three equal tranches in December, February and April.

Staff costs increased by £5.0 million, or 19.6 per cent., to £30.5 million in FY2017, compared to £25.5 million in FY2016 (£22.1 million in FY2015). These increases, in part, reflect the acquisition of IAD in July 2016 that increased headcount by 65.

In FY2015, 18 per cent. of staff costs were variable and related to the achievement of personal and business objectives. This figure remained consistent at 17 per cent. for FY2016 but reduced to 12 per cent. for FY2017. The proportion of variable remuneration was reduced in October 2016 with staff receiving an increase in salary equivalent to the expected amount of bonus reduction. The overall effect on payroll is expected to be neutral.

A high proportion of growth in FUD is derived from financial advisers and clients already using Transact as well as market growth which can generally be managed without an equivalent increase in resource. An increase in the volume of financial advisers, and consequently clients using the Platform, would generally necessitate an increase in staff numbers, albeit that this would be mitigated to some extent by continuing process efficiencies.

3. Current trading and prospects

In the period from 30 September 2017 to 31 January 2018 the Group has continued to experience strong inflows, ahead of management expectations, with FUD as at 31 January 2018 being £30.0 billion, an increase of 7.5 per cent. from the end of FY2017. The tables below demonstrate the strong momentum experienced by the Group in attracting assets onto the Platform.

	October 2016	November 2016	December 2016	January 2017
	£m	£m	£m	£m
Gross Inflows	319	373	366	431
Net Inflows	183	248	262	301
	October 2017	November 2017	December 2017	January 2018
	£m	£m	£m	£m
Gross Inflows	518	522	423	504
Net Inflows	378	387	302	342

Note: October 2017, November 2017, December 2017 and January 2018 figures are derived from unaudited information.

As at close of business on 22 February 2018, FUD was £29.7 billion (as derived from unaudited information).

The Directors expect there to be an incremental cost increase of approximately £2 million per annum going forward as a consequence of Admission and maintaining the Group's listing on an ongoing basis.

4. Analysis of results of operations

4.1 Operating results

The summary table below presents the Group's audited consolidated results of operations for FY2015, FY2016 and FY2017. It has been extracted without material adjustment from the historical financial information set out in Part 7 of this Prospectus.

	FY2015	FY2016	FY2017
	£m	£m	£m
Revenue	63.6	68.4	80.2
Cost of Sales	(0.5) –––––––	(0.5) –––––––	(0.6) –––––––
Gross Profit	63.1	67.9	79.6
Administrative Expenses	(43.1)	(42.1)	(42.8)
Net income/(loss) attributable to policyholder returns	(1.9) –––––––	19.4 –––––––	7.9 –––––––
Operating profit attributable to policyholder
returns	(1.9) –––––––	19.4 –––––––	7.9 –––––––
Operating profit attributable to shareholder
returns	20.0 –––––––	25.7 –––––––	36.8 –––––––
Interest income	0.3	0.5	0.2
Profit on ordinary activities before taxation
attributable to policyholder returns	(1.9)	19.4	7.9
Profit on ordinary activities before taxation
attributable to shareholder returns	20.3	26.2	37.0
Policyholder tax (expense)/revenue	1.9	(19.4)	(7.8)
Tax on profit on ordinary activities	(4.1)	(5.3)	(7.2)
Profit for the financial year	16.3	20.8	29.9

4.2 Revenue

Revenue can be separated into four distinct components, as set out in the table below:

	FY2015	FY2016	FY2017
	£m	£m	£m
Components of revenue
Annual commission income	53.9	58.9	69.5
Wrapper fee income	5.9	6.5	7.3
Buy commission and dealing income	3.8	2.9	3.4
Consultancy income	0.0 –––––––	0.1 –––––––	0.0 –––––––
Total revenue	63.6 –––––––	68.4 –––––––	80.2 –––––––

Annual commission income

Annual commission income is a tiered basis point charge levied on the value of FUD held on the Platform. The fees accrue daily and are charged to clients monthly.

Annual commission income increased by £10.6 million, or 18.0 per cent., to £69.5 million in FY2017 compared to £58.9 million in FY2016. This growth was due to the increased value of FUD arising from strong new inflow growth as well as market growth.

Annual commission income as a percentage of average FUD for each of FY2015, FY2016 and FY2017 is set out below:

	FY2015	FY2016	FY2017
	bps	bps	bps
Annual commission income as % average FUD	31.7	28.9	27.5

As discussed at paragraph 2.3 above, the basis point reduction in annual commission reflected in the table above is due, in part, to the effect of tiering fees as the average value of portfolios has increased and, in part, to targeted fee reductions.

Wrapper administration fees

The Group charges an annual fixed fee for wrapper administration. The fees accrue daily and are charged to clients quarterly. They are levied on clients for the first of each type of tax wrapper held. The fees vary by tax and administration complexity of the wrapper ranging from £3.00 per quarter to £60.00 per quarter. Wrapper administration fee rates have remained unchanged over the historical financial period.

Wrapper administration fee income increased by £0.8 million, or 12.3 per cent., to £7.3 million in FY2017 compared to £6.5 million in FY2016. This was due to the net increase in the number of tax wrappers held on the Platform.

Wrapper administration fee income increased by £0.6 million, or 10.2 per cent., to £6.5 million in FY2016 compared to £5.9 million in FY2015. This was due to the net increase in the number of tax wrappers held on the Platform as illustrated below:

FY2015	FY2016	FY2017

78,205	83,962	89,528
5,757	5,566	8,649
83,962	89,528	98,177
61,905	69,438	77,137
7,533	7,699	10,277
69,438	77,137	87,414
6,259	7,003	7,603
744	600	759
7,003	7,603	8,362

Buy commission and dealing income

The majority of the "buy commission and dealing income" element of revenue is attributable to buy commissions. Buy commissions are a commission of up to 0.05 per cent. levied on the value of buy transactions executed on the Platform. Dealing income arises from charges applied to transactions to buy or sell investments listed on, or admitted to, a stock exchange. This charge is split proportionately across all clients party to the transaction.

Buy commission and dealing income increased by £0.5 million, or 17.2 per cent., to £3.4 million in FY2017 compared to £2.9 million in FY2016. This was due to an increase in number of buy transactions and the average value of those transactions.

Buy commission and dealing charges decreased by £0.9 million, or 23.7 per cent., to £2.9 million in FY2016 compared to £3.8 million in FY2015. This was due to a reduction in the charges applied to buy transactions, both charges being reduced by 50 per cent. or more from April 2015.

Consultancy income

The remaining fee income relates to consultancy fees received by IAD for services that were entered into by prior to its purchase by the Company.

4.3 Cost of sales

Cost of sales comprises dealing fees and other transfer charges incurred on executing clients' transactions along with net gains/losses on investments in UK gilts, minor costs and compensation for errors in executing the orders.

	FY2015	FY2016	FY2017
	£m	£m	£m
Cost of sales	0.5 –––––––	0.5 –––––––	0.6 –––––––

Cost of sales increased by £0.1 million, or 20 per cent., to £0.6 million in FY2017 compared to £0.5 million in FY2016. This increase was largely due to the increases in dealing costs driven by a higher number of transactions in the financial year.

Cost of sales was virtually unchanged in FY2016 compared to FY2015. There was a small increase in the number of transactions year-on-year with the additional costs offset by a small reduction in the other costs.

4.4 Administrative expenses

A breakdown and explanation of the administrative expenses during the historical financial period is set out below:

	FY2015	FY2016	FY2017
	£m	£m	£m
Administrative expenses
Staff	22.1	25.5	30.5
Software	5.5	2.4	0.0
Occupancy	3.1	3.2	3.5
Regulatory and professional fees	4.0	4.6	4.5
Other	5.9 –––––––	4.5 –––––––	3.7 –––––––
Total expenses	40.6	40.2	42.2
Depreciation and amortisation	2.4 –––––––	1.9 –––––––	0.6 –––––––
Total administrative expenses	43.1 –––––––	42.1 –––––––	42.8 –––––––

Staff costs

Staff costs increased by £5.0 million, or 19.6 per cent., to £30.5 million in FY2017 compared to £25.5 million in FY2016. Several factors affected staff costs in this period. This was the first full financial year following the acquisition of IAD in July 2016 which added 65 staff to the Group. Average staff in the Group increased from 442 to 451 over the period with one additional staff member in IAD and eight additional staff across the rest of the Group. These staff increases were reflective of the increase in business volumes. Additionally, there were general inflation increases in staff costs as well as an increase in pension benefits with the percentage of salary paid by the Group to the money purchase pension arrangement increasing employer contributions from 6 per cent. to 7.5 per cent. per annum.

Staff costs increased by £3.4 million, or 15.4 per cent., to £25.5 million in FY2016 compared to £22.1 million in FY2015. This increase was due, in part, to the purchase of IAD on 1 July 2016, adding 65 staff to the Group payroll for the last three months of the financial year. Average staff in the Group increased from 352 to 442 year-on-year with 25 additional staff across the rest of the Group. These were predominantly client servicing staff arising from the creation of an additional supervisor role on each of the regional teams. These roles were created to enhance the delivery of the Group's service to financial advisers and clients. Additionally, there were general inflationary increases in staff costs as well as an increase in pension benefits with the percentage of salary paid by the Group to the money purchase pension arrangement increasing employer contributions from 5.0 per cent. to 6.0 per cent. per annum.

Software costs

Software costs reduced by £2.4 million, or 100.0 per cent., to £0.0 million in FY2017 compared to £2.4 million in FY2016. This reduction was due to the acquisition of IAD on 1 July 2016 for approximately £14.2 million. The Group ceased incurring the costs of outsourcing maintenance and support of software bringing this capability in house and affording it full control over its Platform offering. Staff costs have increased as described above due to staff from IAD joining the Group.

Software costs reduced by £3.1 million, or by 56.4 per cent., to £2.4 million in FY2016 compared to £5.5 million in FY2015. This reduction was due to the acquisition of IAD and the subsequent Group reorganisation that reduced costs and brought the IAD profit margin in to the Group.

The Group expenses software costs relating to the Platform. Over its lifetime, more than £50 million has been invested. The Group expects to continue investing in the Platform at similar rates to historic levels over the medium term to ensure that Transact remains a leading and attractive platform for clients and financial advisers.

Occupancy costs

Occupancy costs increased by £0.3 million, or 9.4 per cent., to £3.5 million in FY2017 compared to £3.2 million in FY2016. This increase was largely due to the impact of the first full year of additional rental costs of IAD's office in Melbourne, Australia.

Occupancy costs increased by £0.1 million, or 3.2 per cent., to £3.2 million in FY2016 compared to £3.1 million in FY2015. This was due to three months' impact of rental expense for the IAD office in Melbourne, Australia.

Regulatory and professional fees

The Regulated Subsidiaries are regulated by the PRA and the FCA in the UK and by the IoMFSA in the Isle of Man to whom fees are payable. Levies are payable to the regulatory compensation schemes in the UK and IoM and also to the Pensions Regulator in the UK. Professional fees are primarily audit and accounting fees, licences and permits and legal fees. Regulatory fees decreased by £0.5 million, or 21.7 per cent., to £1.8 million in FY2017 compared to £2.3 million in FY2016, primarily due to a rebate from the FCA in respect of compensation scheme levies. Professional fees increased by £0.4 million, or 17.4 per cent., to £2.7 million in FY2017 from £2.3 million in FY2016 due to fees incurred in preparing for Admission.

Regulatory fees increased by £0.2 million, or 9.5 per cent., to £2.3 million in FY2016, compared to £2.1 million in FY2015. This increase was due to growth in business and compensation scheme levies. Professional fees increased by £0.4 million, or 21.0 per cent., to £2.3 million in FY2016 from £1.9 million in FY2015 due to fees incurred in the purchase of IAD and those incurred in preparing for the implementation of Solvency II.

Other costs

Other costs include marketing costs, such as advertising and promotions, communications, printing and travel, non-Platform software, together with insurance costs, irrecoverable VAT and other sundry expenses.

Other costs decreased by £0.8 million, or 17.8 per cent., to £3.7 million in FY2017 compared to £4.5 million in FY2016. This was primarily due to a reduction in irrecoverable VAT (£0.6 million) following the purchase of IAD and a reduction in bad debt provision (£0.5 million), in part offset by small increases in travel and communications costs.

Other costs decreased by £1.4 million, or 23.7 per cent., to £4.5 million in FY2016 compared to £5.9 million in FY2015. This was primarily due to a £0.7 million reduction in a bad debt provision and a £0.4 million reduction in irrecoverable VAT following the purchase of IAD.

Depreciation and amortisation

FY2015	FY2016	FY2017
£m	£m	£m
0.6	0.5	0.6
1.8	1.4	0.0 –––––––
2.4	1.9	0.6 –––––––
	–––––––	––––––– ––––––– –––––––

Depreciation and amortisation costs decreased by £1.3 million, or 68.4 per cent., to £0.6 million in FY2017 compared to £1.9 million in FY2016. This decrease was mainly due to the final amortisation of the Platform intellectual property rights in July 2016 resulting in a reduction of £1.4 million.

Depreciation and amortisation costs decreased by £0.5 million, or 20.8 per cent., to £1.9 million in FY2016 compared to £2.4 million in FY2015. This increase was primarily due to less than a full financial year of amortisation of the Platform intellectual property rights as the net book value of the intellectual property rights was written down to zero (£0.5 million). Depreciation charges increased marginally year-on-year due to the fixed assets brought into account on the acquisition of IAD.

4.5 Net income/(loss) attributable to policyholder returns

Net income/(loss) attributable to policyholder returns is income generated by ILUK that is exactly offset each year by policyholder tax (expense)/(revenue), tax and movement in tax reserves of an equal amount. The net income attributable to policyholder returns relates to tax charges made to clients' returns on the assets underlying their life insurance tax wrappers. Tax is due in respect of earned income, realised capital gains and also in respect of deemed capital gains that are as yet unrealised. ILUK calculates the amount of tax attributable to each client and this is charged to the client's wrapper where those taxes have arisen. The tax charges applied to clients constitute income to ILUK, however, this income is intended only to meet the clients' tax charges, ILUK does not intend to make any profit on this income. There are two elements to the tax charges. The first, in respect of investment income and realised gains, is due immediately. The second, which is in respect of unrealised capital gains, is spread over seven years and a reserve for these future tax charges is established.

Therefore, aside from minor timing differences, net income attributable to policyholder returns is entirely offset by the movement in tax reserves and tax immediately due. The Directors consider that, whilst it is necessary to include this net income attributable to policyholder returns in the consolidated profit and loss and other comprehensive income statement in order to comply with IFRS reporting requirements, it has no bearing on the Group's profit or loss due to the offsetting policyholder tax movements.

4.6 Operating profit attributable to policyholder returns

The net income attributable to policyholder returns described in the paragraph above constitutes the total operating profit attributable to policyholder returns.

4.7 Operating profit attributable to shareholder returns

Operating profit is presented after removing all impacts of income and expenses attributable to policyholders of ILUK.

	FY2015	FY2016	FY2017
	£m	£m	£m
Operating profit	20.0	25.7	36.8

Operating profit increased by £11.1 million, or 43.2 per cent., to £36.8 million in FY2017 compared to £25.7 million in FY2016. This increase was primarily due to growth in FUD arising from inflows.

Operating profit increased by £5.7 million, or 28.5 per cent., to £25.7 million in FY2016 compared to £20.0 million in FY2015. This increase was primarily due to growth in FUD arising from market movements.

4.8 Interest income

The Group earns a small amount of income from interest received on its cash holdings. This interest income relates only to corporate cash holdings. The Group does not derive, and never has derived, any of its income from interest earned on cash held in clients' portfolios.

The reduction in interest received in FY2017 reflects the lower interest rates available from UK banks.

	FY2015	FY2016	FY2017
	£m	£m	£m
Interest Income	0.3	0.5	0.2

4.9 Profit on ordinary activities before taxation attributable to policyholder returns

There are no adjustments to the net income attributable to policyholder returns resulting in these following through in their entirety to the profit on ordinary activities before taxation attributable to policyholder returns.

4.10 Profit on ordinary activities before taxation attributable to shareholder returns

Profit on ordinary activities before taxation attributable to shareholder returns is set out in the table below for FY2015, FY2016 and FY2017.

		FY2015
	£m	£m	£m
Profit on ordinary activities before taxation
attributable to shareholder returns	20.3	26.2	37.0

Profit on ordinary activities before taxation attributable to shareholder returns increased by £10.8 million, or 41.2 per cent., to £37.0 million, in FY2017 compared to £26.2 million in FY2016.

Profit on ordinary activities before taxation attributable to shareholder returns increased by £5.9 million, or 29.1 per cent., to £26.2 million, in FY2016 compared to £20.3 million in FY2015.

4.11 Policyholder tax

Policyholder tax is the tax that the Group collects and remits to HMRC in respect of ILUK, which is taxed under the "I minus E" tax regime. This regime requires tax to be paid on deemed gains which is then spread over seven years. A charge is made against the relevant insured wrappers at the time the liability arises and consequently this liability is met by cash held by ILUK and consolidated into the cash line item of the Group's audited consolidated statement of financial position (see paragraph 6.2 below). Subject to timing differences, policyholder tax will be equal to the net income attributable to policyholder returns and therefore the profit on ordinary activities before taxation attributable to policyholder returns.

4.12 Tax on profit on ordinary activities and effective tax rate

Corporation tax presented below comprises solely the Group's 'shareholder corporation tax' which is distinguished from the 'policyholder tax' that the Group collects and remits to HMRC in respect of ILUK, which is taxed under the "I minus E" tax regime.

The Group has operations in three tax jurisdictions, UK, Australia and Isle of Man. Group profits are therefore varyingly subject to tax at three different rates. The vast majority of the Group's income is earned in the UK where the standard underlying UK corporation tax is currently 19 per cent., having reduced from 21 per cent. to 20 per cent. with effect from 1 April 2015 and then from 20 per cent. to 19 per cent. with effect from 1 April 2017. The effective tax rate varies from this rate depending upon the level of expenses which are not deductible for tax, the proportion of each financial year at prevailing tax rates within the financial year and income that is subject to different tax rates. The rate of corporation tax in the Isle of Man during the historical financial period has been zero per cent. whilst the rate in Australia during the historical financial period has been 30 per cent.

	FY2015	FY2016	FY2017
	£m	£m	£m
Profit on ordinary activities before taxation
attributable to shareholder returns	20.3	26.2	37.0
Corporation tax charge	(4.1) –––––––	(5.3) –––––––	(7.2) –––––––
Profits after tax	16.3 –––––––	20.8 –––––––	29.9 –––––––
Effective tax rate	20.0%	20.2%	19.4%

Taxation increased by £1.9 million, or 35.8 per cent., to £7.2 million, in FY2017 compared to £5.3 million in FY2016. This increase was primarily due an increase in profit before tax of 41.2 per cent.

Taxation increased by £1.2 million, or 29.3 per cent., to £5.3 million in FY2016 compared to £4.1 million in FY2015. This increase was primarily due to an increase in profit before tax of 29.0 per cent.

4.13 Dividends and dividend policy

Historical dividends

Historical dividends declared in respect of FY2015, FY2016 and FY2017 are set out below:

	FY2015	FY2016	FY2017
	£m	£m	£m
Dividends paid relating to profits earned in year	9.7	13.5	19.4

Note: Dividends are paid in the next financial year.

Special dividend

In anticipation of Admission occurring, on 20 December 2017, the Board declared an additional special dividend, amounting to £11.4 million, in aggregate, which was paid to shareholders on the register entitled to it on 22 January 2018.

Dividend policy post-Admission

The Directors intend that the Company will pay interim dividends, the first to be announced at the time of its interim results (expected to be announced in April of each financial year) and the second at the time of its annual results (expected to be announced in January after the end of each financial year), respectively.

It is expected that in a given year the first interim dividend will be equal to approximately 35 to 40 per cent. of the prior financial year's total dividends with the second interim dividend equating to approximately 60 to 65 per cent. of the Group's full year profit after tax, less any interim dividends already paid in respect of that financial year.

The Board may, however, revise the Group's dividend policy from time to time in line with the actual results of the Group. The ability of the Company to pay dividends is dependent on a number of factors and there can be no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be.

Dividend policy for the financial year ending 30 September 2018

The Company intends to pay a single interim dividend in the financial year ending 30 September 2018 as a "second" interim dividend in accordance with the Company's dividend policy set out above and this will therefore equate to approximately 60 to 65 per cent. of the Group's full year profit after tax.

5. Adjusted operating profit

The Group's management use adjusted operating profit to monitor the underlying performance of the Group's business and operations by removing non-recurring elements from reported operating profit attributable to shareholder returns. Adjusted operating profit is not recognised as a measure of financial performance by IFRS. See the section headed "Operational and statistical data" in the part of this Prospectus headed "Presentation of Information" on pages 37 to 40 for further information.

The table below shows a reconciliation between reported operating profit attributable to shareholder returns and adjusted operating profit for each of FY2015, FY2016 and FY2017:

	FY2015	FY2016	FY2017
	£m	£m	£m
Operating profit attributable to shareholder returns	20.0	25.7	36.8
Adjustments
IPO costs	–	0.4	1.0
FCA rebates	–	–	(0.3)
Full year impact of IAD acquisition in FY2016	–	0.7	–
Investment and loan write-off	1.2	0.4	–
Amortisation charge of the Transact intellectual property	1.8	1.4	–
Adjusted operating profit	23.0	28.7	37.5
	––––––– –––––––	––––––– –––––––	––––––– –––––––

6. Capital resources and adequacy

6.1 Overview

The Group is highly cash generative with 97 per cent. of profit after tax converted into net cash from operating activities in FY2017. This compares with 124 per cent. in FY2016 and 121 per cent. in FY2015.

The Group has historically met all of its working capital requirements through cash generated through the business operations.

The Group has not previously issued debt, has no foreseeable expectation of doing so and is not seeking to raise additional capital through the Offer.

Cash is used to expand the business through continued organic growth, pay the operating expenses of the business, further enhance the premium service, further develop the resilience of the Group's systems through investment in technology and infrastructure and to pay dividends.

The Company's ability to pay dividends to Shareholders depends on its existing distributable reserves, future Group profitability, the ability to distribute or dividend profits from its operating subsidiaries, particularly its Regulated Subsidiary, IFAL, to the Company, the need to ensure that its Regulated Subsidiaries, including IFAL, remain adequately capitalised from a regulatory perspective, general economic conditions and other factors the Directors deem significant from time to time, although the Directors anticipate being able to continue to pay dividends in line with the Group's dividend policy (see paragraph 4.13 above for further information in relation to the Group's dividend policy).

Capital and reserves attributable to equity holders decreased by approximately £20.8 million (a decrease of approximately 20.3 per cent.) between 30 September 2017 and 31 January 2018. This decrease primarily arose as a consequence of the payment of interim and special dividends (amounting to approximately £30.8 million, in aggregate) to shareholders of the Company in January 2018.

6.2 Capitalisation

The Group's audited consolidated statement of financial position for the historical financial period is provided in the table below.

	FY2015	FY2016	FY2017
	£m	£m	£m
Non-current assets
Long-term investments	0.4	–	–
Loans	–	–	1.9
Property, plant and equipment	1.4	2.1	1.9
Goodwill	–	13.0	13.0
Deferred acquisition costs	29.7	31.8	38.3
Deferred tax asset	0.1	–	–
Other intangible assets	1.4	0.0	0.0
Investments and cash held for the benefit of
policyholders	8,441.2 –––––––––	11,316.5 –––––––––	11,947.6 –––––––––
	8,474.2	11,363.3	12,002.7
Current assets
Investments	6.9	9.0	8.9
Other prepayments and accrued income	8.3	9.8	10.3
Trade and other receivables	4.0	1.6	1.5
Current tax assets	–	0.2	–
Cash and cash equivalents	88.2 –––––––––	90.6 –––––––––	105.8 –––––––––
Current Liabilities	107.4	111.2	126.4
Trade and other payables	12.6	14.3	15.2
Current tax liabilities	1.1	1.7	2.8
	––––––––– 13.7	––––––––– 16.0	––––––––– 18.0
Non-current liabilities
Provisions for liabilities	20.8	15.6	11.8
Deferred income liability	29.7	31.8	38.3
Liabilities for linked investment contracts	8,441.2	11,316.5	11,947.6
Deferred tax liabilities	1.3 –––––––––	8.5 –––––––––	10.8 –––––––––
	8,493.0 –––––––––	11,372.3 –––––––––	12,008.6 –––––––––
Net assets	75.0	86.2	102.5
Capital and reserves
Called up equity share capital	0.1	0.1	0.1
Share premium account	5.7	5.7	5.7
Capital redemption reserve	0.0	0.0	0.0
Share-based payment reserve	0.3	0.3	0.3
Other reserves	–	0.0	0.0
Non-distributable reserves	0.5	0.5	0.5
Profit or loss account	68.4 –––––––––	79.6 –––––––––	95.9 –––––––––
Total equity	75.0 –––––––––	86.2 –––––––––	102.5 –––––––––

Material balance sheet items are discussed in further detail below.

Intangible assets

The Group's intangible assets as at 30 September 2015 comprised solely software and intellectual property rights. The majority of these assets have amortised over the historical financial period.

On 1 July 2016, the Group acquired IAD, resulting in goodwill of £13.0 million as at 30 September 2016. Goodwill is tested for impairment each financial year. As at 30 September 2017, no write down had been required.

Deferred acquisition costs and deferred income liability

ILUK and ILInt facilitate payments of financial adviser fees due from clients to their financial advisers. Due to the nature of life insurance business where the fee results in a deduction from the insured wrapper, the insurer is deemed to have received the fee from the client as income. Similarly, it is also deemed to have incurred the expense of paying the fee agreed between the client and the financial adviser on to the financial adviser. As the relevant member of the Group is only ever facilitating this fee payment, it can only become a liability at the point the cash is received from the client. The amount received and the amount paid on to the financial adviser will always exactly match.

When income is deemed received and expenses are incurred in respect of acquisition of new business, they are required to be spread over the future economic lifetime of the insurancebased investment policies resulting in the two line items, deferred acquisition costs and deferred income liability, in the audited consolidated statement of financial position set out above. These two line items net off exactly but are required to be shown under IFRS.

Deferred acquisition costs and deferred income liability both increased by £6.5 million, or 20.4 per cent., to £38.3 million in FY2017 compared to £31.8 million in FY2016. This increase was due to the level of new business in life insurance wrappers and the financial adviser fees associated with that new business facilitated through the Platform.

Deferred acquisition costs and deferred income liability both increased by £2.1 million, or 7.1 per cent., to £31.8 million in FY2016 compared to £29.7 million in FY2015. This increase was due to the level of new business in life insurance wrappers and the financial adviser fees associated with that new business facilitated through the Platform.

Investments and cash held for the benefit of policyholders and liabilities for linked investment contracts

The element of FUD that is held in the Group's insurance-based investment wrappers is in the legal ownership of ILUK and ILInt. Therefore, these assets are required to be included in the individual statements of financial position for these companies and, consequently, on consolidation, are included in the Group's audited consolidated statement of financial position as "Investments and cash held for the benefit of policyholders".

ILUK and ILInt bear a contractual liability subject to tax (and other legal restrictions) to the holders of the insurance-based investment policies to pay them the value of each policy that is linked to the assets held. These liabilities are also included in the individual statements of financial position for these companies and, on consolidation, also in the Group's audited consolidated statement of financial position as "Liabilities for linked investment contracts".

ILUK and ILInt exactly match the assets and liabilities of their linked policies such that, in their own individual statements of financial position, and in the Group's audited consolidated statement of financial position, these items always net off exactly.

Investments and cash held for the benefit of policyholders and liabilities for linked investment contracts both increased by £0.6 billion, or 5.6 per cent., to £11.9 billion in FY2017 compared to £11.3 billion in FY2016. This increase was due to the increase in the value of FUD held in life insurance wrappers reflecting the value of net inflows, market movements and other movements. It was after the reduction in Other FUD of £1.9 billion.

Investments and cash held for the benefit of policyholders and liabilities for linked investment contracts both increased by £2.9 billion, or 34.1 per cent., to £11.3 billion in FY2016 compared to £8.4 billion in FY2015. This increase was due to the increase in the value of FUD held in life insurance wrappers. The increase reflected positive market movements and strong inflows.

Deferred tax liabilities

Deferred tax liabilities primarily arise in respect of policyholder tax that the Group collects and remits to HMRC in respect of ILUK, which is taxed under the "I minus E" tax regime (see paragraph 4.11 above).

Deferred tax liabilities increased by £2.3 million, or 26.9 per cent., to £10.8 million in FY2017 compared to £8.5 million in FY2016. This increase was primarily due to market movements in the assets held in onshore bond tax wrappers which resulted in deemed capital gains.

Deferred tax liabilities increased by £7.2 million, or 564.2 per cent., to £8.5 million in FY2016 compared to £1.3 million in FY2015. This increase was primarily due to significant market movements in the assets held in onshore bond tax wrappers in FY2016.

Total equity

As at 30 September 2017, the Group had total equity of £102.5 million, comprised principally of cash, short-dated gilts and goodwill offset by deferred tax liabilities. This increased from £75.0 million as at 30 September 2015. The Group was also able to finance the acquisition of IAD through internal cash generation.

At the date of this Prospectus, no outstanding options have been granted.

6.3 Liquidity and capital resources

The Group monitors its liquidity position on a regular basis with particular regard to cash and cash equivalent holdings and levels of outgoings. As at 30 September 2017, the Group held £105.8 million of cash and cash equivalents compared with £90.6 million as at 30 September 2016.

The Group is highly cash generative. The annual commission it levies, which constitutes approximately 86 per cent. of revenue, is deducted monthly from clients. Wrapper fees are deducted quarterly, whilst transactional income is taken at time of execution. The Group's principal administrative expenses comprise staff costs. These are paid monthly with an annual variable bonus that is paid in three tranches with two months between each tranche.

The Group's cashflows for FY2015, FY2016 and FY2017 are set out below.

	FY2015	FY2016	FY2017
	£m	£m	£m
Operating activities
Profit after tax	16.3	20.8	29.9
Add: Corporation tax	2.1	24.7	15.0
Interest received	(0.3)	(0.5)	(0.2)
Depreciation of property, plant and equipment	0.6	0.5	0.6
Amortisation of intangible assets	1.7	1.4	0.0
Decrease/(increase) in current asset investments	(1.9)	(2.0)	0.1
Decrease/(increase) in long term investments	0.4	0.4	–
Decrease/(increase) in provisions	4.8 –––––––	(5.3) –––––––	(1.4) –––––––
	23.7	40.1	43.9
Decrease/(increase) in loans and other receivables	(1.5)	0.7	(2.1)
Increase/(decrease) in trade and other payables	(0.2) –––––––	9.0 –––––––	0.9 –––––––
Cash generated from operations	22.1 –––––––	49.9 –––––––	42.7 –––––––
Income taxes paid	(2.3) –––––––	(24.1) –––––––	(13.7) –––––––
Net cash flows from operating activities	19.7 –––––––	25.8 –––––––	29.0 –––––––
Investing activities
Purchase of property, plant and equipment	(0.2)	(0.7)	(0.4)
Purchase of intangibles	–	–	–
Acquisition of subsidiary	–	(13.5)	–
Interest received	0.3	0.5	0.2
Sale of property, plant and equipment	– –––––––	– –––––––	– –––––––
Net cash used in investing activities	0.1 –––––––	(13.8) –––––––	(0.3) –––––––
Financing activities
Equity dividends paid	(7.8)	(9.7)	(13.5)
Interest paid	– –––––––	– –––––––	– –––––––
Net cash used in financing activities	(7.8) –––––––	(9.7) –––––––	(13.5) –––––––

	FY2015	FY2016	FY2017
	£m	£m	£m
Net increase in cash and cash equivalents	12.0	2.4	15.2
Cash and cash equivalents at beginning of period	76.2	88.2	90.6
Exchange gains/(losses) on cash and cash equivalents	– –––––––	0.0 –––––––	0.0 –––––––
Cash and cash equivalents at end of period	88.2	90.6	105.8
Cash and cash equivalents consists:	–––––––	–––––––	–––––––
Cash and cash equivalents	88.2	90.6	105.8
Bank overdraft	– –––––––	– –––––––	– –––––––
	88.2 –––––––	90.6 –––––––	105.8 –––––––

Capital expenditure

A breakdown of the Group's capital expenditure for FY2015, FY2016 and FY2017 is set out below.

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Short leasehold land and buildings	–	373	95
Equipment	189	739	208
Fixtures and fittings	–	327	17
Motor vehicles	–	101	43
	–––––––	–––––––	–––––––
Total	189	1,540	363
	–––––––	–––––––	–––––––

The increase in FY2016 reflected the impacts of the acquisition of IAD. The Group has historically expensed as much of its costs as permissible. The main item of capital expenditure in FY2017 was in respect of computer hardware.

Regulatory capital

Each of the Regulated Subsidiaries is required to maintain a minimum level of regulatory capital.

IFAL is a UK investment company regulated by the FCA as an IFPRU €125k firm. This requires IFAL to meet the requirements set out in the Capital Requirements Directive ("CRD IV") and to report this capital under the common reporting framework ("COREP"), a standardised European reporting requirement for capital and risk.

ILUK is a UK insurer regulated by the PRA and FCA. It is required to meet the capital requirements set out in the Solvency II Directive (2009/138/EC) ("Solvency II"), a European Directive that codifies and harmonises EU insurance regulation.

ILInt is an Isle of Man insurer regulated by the IoMFSA. It is currently required to meet the capital requirements set out in the IoM Insurance Companies Act 1986 and Insurance (Supplementary information) Regulations 2016. These rules will be superseded with effect from 30 June 2018 when they will be replaced with a new regime based on the Insurance Core Principles of the International Association of Insurance Supervisors, similar in nature to Solvency II.

The table below sets out details of the regulatory capital and available capital of each of IFAL, ILUK and ILInt as at 30 September 2017 and 31 December 2017.

	As at 30 September 2017		As at
			31 December 2017
	Regulatory	Available	Regulatory	Available
	capital	capital	capital	capital
	£m	£m	£m	£m
IFAL*	14.2	34.7	14.1	14.5
ILUK	134.9	154.0	143.9	165.8
ILInt (Current solvency basis)	4.1	13.5	4.3	7.3
ILInt (Solvency basis post 30 June 2018) 17.5		31.9	18.0	26.4

*IFAL paid a dividend to the Company of £17.5 million on 19 December 2017 which reduced its available capital as at 31 December 2017. IFAL's available capital as at 31 December 2017 excludes an additional £10.1 million of capital, which was, at that time, pending receipt of 'notice of permission' from the FCA that such capital may be included in IFAL's regulatory capital. This 'notice of permission' was granted after 31 December 2017.

IFAL, along with the portion of ISL representative of the costs attributable to IFAL, is considered to be a Prudential Consolidation Group. This grouping has a lower capital requirement than IFAL as a solus entity.

IFAL and ILUK form a "financial conglomerate" for the purposes of the Financial Groups Directive (Directive 2002/87/EC). The FCA has granted the Group a regulatory waiver from the application of the directive's requirements. This waiver expires on 13 February 2019. It is expected that IFAL and ILUK will not meet the threshold conditions in the Financial Groups Directive thereafter and will not require a further "financial conglomerate" waiver.

ILUK reports under Solvency II as a solus entity. It is required to provide intragroup transaction reporting under the Solvency II group rules but has no additional capital requirements arising from this.

7. Qualitative and quantitative disclosures on market risk

The Group seeks to carry out effective management of risk in order to protect Shareholders and clients and to ensure that the Group at all times has adequate capital resources and liquidity.

A significant percentage of the Group's recurring revenue is based on the value of FUD held on the Platform. The Group's revenue streams are therefore exposed to market risk. In a falling market, or in other adverse economic conditions, clients may withdraw funds from their portfolios and levels of inflows from those clients may be lower. However, the Directors believe that, in such conditions, clients would be less likely to withdraw funds from tax efficient wrappers such as pensions, ISAs and insurance bonds, being more likely to increase the proportion of their portfolio investment in cash to avoid the loss of tax advantages. As at 30 September 2017, approximately 75 per cent. of clients' assets were held in tax efficient wrappers.

The Group has no debt other than trade payables. Therefore, there is very limited exposure to fluctuations in interest rates, limited to interest that may be earned on the Group's own cash balances.

For a detailed description of market risk, see paragraph 2.1 of Part 8 of this Prospectus and Note 4(b) to the historical financial information contained in Part 7 of this Prospectus.

8. Critical accounting policies and estimates

In the application of its accounting policies, the Directors are required to make judgments, estimates and assumptions that affect the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that the Directors consider relevant. Actual results may differ from these estimates.

See Notes 1(d) and 2 to the historical financial information contained in Part 7 of this Prospectus for a discussion of the Group's critical accounting policies and estimates.

PART 6 CAPITALISATION AND INDEBTEDNESS

The following table shows the consolidated gross indebtedness of the Group as at 31 December 2017 and the consolidated Group capitalisation as at 30 September 2017. The capitalisation figures have been extracted without material adjustment from the historical financial information presented in Section B of Part 7 of this Prospectus. The indebtedness figures have been extracted from the underlying accounting records of the Group as at 31 December 2017.

	As at
	31 December
	2017
	(Unaudited)
	£'000
Total current debt	–
Total non-current debt (excluding current portion of long-term debt)	–
	As at
	30 September
	2017
	(audited)
	£'000
Shareholders' equity (excluding retained earnings):
– Share capital	57
– Legal reserve(1)	5,722
– Other reserve(2)	853 ––––––––––
Total capitalisation	6,632
	––––––––––

(1) Comprises share premium account.

(2) Comprises capital redemption reserve, share based payment reserve, non-distributable reserves and other reserves.

The following table shows the consolidated Group net financial indebtedness as at 31 December 2017.

	31 December
	2017
	(unaudited) £'000
Cash	92,849
Trading securities	6,231 ––––––––––
Liquidity	99,080
Current financial debt	–
Non-current financial indebtedness	– ––––––––––
Net financial cash	99,080

As at 31 December 2017, the Group had no material indirect or contingent indebtedness.

There has been no material change in the Group's capitalisation since 30 September 2017 to 26 February 2018 (being the last practicable date prior to the date of this Prospectus).

––––––––––

PART 7 HISTORICAL FINANCIAL INFORMATION

The information in Sections A and B of this Part 7 provides financial information for the Group for FY2015, FY2016 and FY2017.

Section A: Accountant's Report on the Historical Financial Information of the Group

BDO LLP 55 Baker Street London W1U 7EU

27 February 2018

The Directors IntegraFin Holdings plc 29 Clement's Lane London EC4N 7AE

Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET

Dear Sirs

IntegraFin Holdings plc (the "Company") and its subsidiary undertakings (together, the "Group")

Introduction

We report on the financial information set out in Section B of Part 7. This financial information has been prepared for inclusion in the prospectus dated 27 February 2018 of the Company (the "Prospectus") on the basis of the accounting policies set out in Note 1 to the financial information. This report is required by item 20.1 of annex I of Commission Regulation (EC) No. 809/2004 (the "PD Regulation") and is given for the purpose of complying with that item and for no other purpose.

Responsibilities

The directors of the Company are responsible for preparing the financial information in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the 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 the 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 of the PD Regulation consenting to its inclusion in the 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 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.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom 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, the financial information gives, for the purposes of the Prospectus, a true and fair view of the state of affairs of the Group as at 30 September 2015, 30 September 2016 and 30 September 2017 and of its results, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

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 item 1.2 of annex I of the PD Regulation.

Yours faithfully

BDO LLP

Chartered Accountants

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Section B: Historical Financial Information of the Group

Consolidated statement of total comprehensive income

		FY2015	FY2016	FY2017
	Note	£'000	£'000	£'000
Revenue	5	63,643	68,357	80,242
Cost of sales		(504) –––––––––	(488) –––––––––	(599) –––––––––
Gross profit		63,139	67,869	79,643
Administrative expenses	7	(43,120)	(42,122)	(42,837)
Net income/(loss) attributable to policyholder returns		(1,886) –––––––––	19,358 –––––––––	7,905 –––––––––
Operating profit		18,133 –––––––––	45,105 –––––––––	44,711 –––––––––
Operating profit attributable to policyholder returns Operating profit attributable to shareholder returns		(1,886) 20,019	19,358 25,747	7,905 36,806
Interest income	8	284 –––––––––	451 –––––––––	178 –––––––––
Profit on ordinary activities before taxation Profit/(loss) on ordinary activities before taxation		18,417	45,556	44,889
attributable to policyholder returns		(1,886)	19,358	7,905
Profit on ordinary activities before taxation
attributable to shareholders		20,303	26,198	36,984
Policyholder tax		1,947	(19,445)	(7,819)
Tax on profit on ordinary activities	9	(4,063) –––––––––	(5,296) –––––––––	(7,181) –––––––––
Profit after tax		16,301 –––––––––	20,816 –––––––––	29,889 –––––––––
Other comprehensive income		– –––––––––	– –––––––––	– –––––––––
Profit for the financial year		16,301	20,816	29,889
Earnings per share
Ordinary A, B and C shares – basic (pence)	6	1444	1841	2639
Ordinary D shares – basic (pence)	6	1044	1441	2239
Ordinary A, B and C shares – diluted (pence)	6	1444	1841	2639
Ordinary D shares – diluted (pence)	6	1044	1441	2239

Consolidated statement of financial position

			As at 30 September
		2015	2016	2017
	Note	£'000	£'000	£'000
Non-current assets
Long term investments	12	392	–	–
Loans and receivables		–	–	1,873
Intangible assets		1,400	13,006	12,986
Property, plant and equipment	11	1,403	2,072	1,858
Deferred acquisition costs	14	29,736	31,792	38,295
Deferred tax asset	21	78	–	–
Investments and cash held for the benefit
of policyholders	15	8,441,189	11,316,471 –––––––––––– –––––––––––– ––––––––––––	11,947,652
Total non-current assets			8,474,198 11,363,341 12,002,664
Current assets
Financial assets at fair value through profit and loss	16	6,945	8,976	8,895
Other prepayments and accrued income	17	8,311	9,842	10,252
Trade and other receivables	18	3,995	1,597	1,456
Current tax assets		–	199	–
Cash and cash equivalents		88,186	90,571 –––––––––––– –––––––––––– ––––––––––––	105,829
		107,437	111,185	126,432
Current liabilities
Trade and other payables	19	12,570	14,289	15,208
Current tax liability		1,094	1,685 –––––––––––– –––––––––––– ––––––––––––	2,803
		13,664	15,974 –––––––––––– –––––––––––– ––––––––––––	18,011
Non-current liabilities
Provisions for liabilities	23	20,802	15,550	11,831
Deferred income liability	20	29,736	31,792	38,295
Liabilities for linked investment contracts		8,441,189	11,316,471	11,947,652
Deferred tax liability	21	1,279	8,495	10,781
			–––––––––––– –––––––––––– –––––––––––– 8,493,006 11,372,308 12,008,559
Net assets		74,965	–––––––––––– –––––––––––– –––––––––––– 86,244 –––––––––––– –––––––––––– ––––––––––––	102,526
Capital and reserves
Called up equity share capital	24	57	57	57
Share premium account	25	5,722	5,722	5,722
Capital redemption reserve	26	2	2	2
Share-based payment reserve	27	308	308	308
Other reserves	28	–	32	42
Non-distributable reserves		501	501	501
Retained earnings		68,375	79,622 –––––––––––– –––––––––––– ––––––––––––	95,894
Total equity		74,965	86,244	102,526
		––––––––––––	––––––––––––	––––––––––––

Consolidated statement of changes in equity

Balance at 30 September 2017	57 –––––––––	5,722 –––––––––	44 –––––––––	308 –––––––––	501 –––––––––	–––––––––	95,894 102,526 –––––––––
owners	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	–––––––––	(13,521) (13,521) –––––––––
Total distributions to
Distributions to owners: Dividends	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	(13,521) –––––––––	(13,521) –––––––––
Total comprehensive income for the year	–	–	10	–	–	29,793	29,803
Other movement	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	(96) –––––––––	(96) –––––––––
Profit for the year Other comprehensive income	– –	– –	– 10	– –	– –	29,889 –	29,889 10
Balance at 1 October 2016	57	5,722	34	308	501	79,622	86,244
Total distributions to owners	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	(9,652) –––––––––	(9,652) –––––––––
Total comprehensive income for the year Distributions to owners: Dividends	– –––––––––	– –––––––––	32 –––––––––	– – –––––––––	– – –––––––––	20,898 (9,652) –––––––––	20,930 (9,652) –––––––––
Other movement	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	82 –––––––––	82 –––––––––
Balance at 1 October 2015 Profit for the year Other comprehensive income	57 – –	5,722 – –	2 – 32	308 – –	501 – –	68,376 20,816 –	74,966 20,816 32
Total distributions to owners	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	(7,838) –––––––––	(7,838) –––––––––
Total comprehensive income for the year Distributions to owners: Dividends	– – –––––––––	– – –––––––––	– – –––––––––	– – –––––––––	– – –––––––––	16,383 (7,838) –––––––––	16,383 (7,838) –––––––––
Other movement	– –––––––––	– –––––––––	– –––––––––	– –––––––––	– –––––––––	82 –––––––––	82 –––––––––
for the year: Profit for the year Other comprehensive income	– –	– –	– –	– –	– –	16,301 –	16,301 –
Balance at 1 October 2014 Comprehensive income	57	5,722	2	308	501	59,831	66,421
	Share capital £'000	Share premium £'000	Other reserve £'000	based reserve £'000	Non- payment distributable reserve £'000	Retained earnings £'000	Total £'000
				Share

Consolidated statement of cash flows
	FY2015 £'000	FY2016 £'000	FY2017 £'000
Operating activities
Profit/(loss) after tax	16,301	20,816	29,889
Add: Corporation tax	2,116	24,741	15,000
Adjustments for:
Amortisation and depreciation	2,365	1,932	571
Interest	(284)	(451)	(178)
Decrease/(increase) in loans and other receivables	(1,450)	746	(2,142)
(Decrease)/increase in payables	(200)	9,046	920
Decrease/(increase) in current asset investments	(1,941)	(2,031)	81
Decrease/(increase) in long term investments	358	392	–
(Decrease)/increase in provisions	4,793 ––––––––––	(5,252) ––––––––––	(1,432) ––––––––––
Cash generated from operations	22,058	49,938	42,709
Income taxes paid	(2,321) ––––––––––	(24,149) ––––––––––	(13,684) ––––––––––
Net cash flows from operating activities	19,737 ––––––––––	25,789 ––––––––––	29,025 ––––––––––
Investing activities
Acquisition of tangible assets	(189)	(730)	(434)
Acquisition of subsidiary	–	(13,505)	–
Interest received	284	451	178
Net cash used in investing activities	95 ––––––––––	(13,784) ––––––––––	(256) ––––––––––
Financing activities
Equity dividends paid	(7,838) ––––––––––	(9,652) ––––––––––	(13,521) ––––––––––
Net cash used in financing activities	(7,838) ––––––––––	(9,652) ––––––––––	(13,521) ––––––––––
Net increase in cash and cash equivalents	11,994	2,353	15,248
Cash and cash equivalents at beginning of year	76,192	88,186	90,571
Exchange gains/(losses) on cash and cash equivalents	– ––––––––––	32 ––––––––––	10 ––––––––––
Cash and cash equivalents at end of year	88,186 ––––––––––	90,571 ––––––––––	105,829 ––––––––––

Notes to the historical financial information

1. Basis of preparation and significant accounting policies

a) Basis of preparation

The historical financial information has been prepared and approved by the Directors in accordance with Part 15 of the Companies Act 2006, Schedule 3 of the Large and Mediumsized Companies and Groups (Accounts and Reports) Regulations 2008 and International Financial Reporting Standards ("IFRSs") as adopted by the EU.

The historical financial information has been prepared on the historical cost basis, except for the revaluation of certain financial instruments, which are stated at their fair value, have been prepared in pound sterling, which is the functional currency of the Company, and are rounded to the nearest thousand.

There have been a number of presentational changes to the Consolidated Profit and Loss and Other Comprehensive Income statement, leading to the restatement of certain prior year figures. The purpose of this is to make the historical financial information more understandable to the reader by splitting out policyholder income and expenses in a clear way. These changes are all presentational, and there is no change to the profit for the financial year figure.

The historical financial information has been prepared on a going concern basis following an assessment by the Directors. The Company has a net asset position, strong solvency position and is currently profitable.

b) Basis of consolidation

The historical financial information incorporates the financial statements of the Company and its subsidiaries. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The financial statements of all of the wholly-owned subsidiary companies are incorporated into the historical financial information. Two of these subsidiaries, IntegraLife International Limited ("ILInt") and IntegraLife UK Limited ("ILUK"), issue contracts with the legal form of insurance contracts, but which do not transfer significant insurance risk from the policyholder to the Company, and which are therefore accounted for as investment contracts. In accordance with IAS 39, the contracts concerned are therefore reflected in the consolidated statement of financial position as investments held for the benefit of policyholders and a corresponding liability to policyholders.

c) Future standards, amendments to standards, and interpretations not early-adopted in the FY2017 annual financial statements

The following standards, amendments to standards, and interpretations, which are relevant to the Group, have been issued by the International Accounting Standards Board.

IFRS 9 Financial Instruments

The IASB has issued IFRS 9 Financial Instruments to replace lAS 39 'Financial Instruments: Recognition and Measurement' in its entirety. The project has three main phases:

Phase I: Classification and measurement of financial instruments;
Phase II: Amortised cost and impairment of financial assets; and
Phase III: Hedge accounting.

IFRS 9 includes requirements for the classification and measurement of financial assets and liabilities, liability derecognition requirements and additional disclosure requirements. The main changes from IAS 39 include the following:

financial assets are to be classified and measured based on the business model for managing the financial asset and the cash flow characteristics of the financial asset, either at fair value or amortised cost;
a financial asset or liability that would otherwise be at amortised cost may only be designated as at fair value through profit or loss if such a designation reduces an accounting mismatch; and
for financial liabilities designated as at fair value through profit or loss, a further requirement is that all changes in the fair value of financial liabilities attributable to credit risk be transferred to 'Other Comprehensive Income' with no recycling through profit or loss on disposal.

This standard has been endorsed by the EU and is effective for accounting periods beginning on or after 1 January 2018. An assessment of the impact of IFRS 9 has been conducted and there is no material impact on the Group on its adoption.

IFRS 15 Revenue from Contracts with Customers

This standard provides a comprehensive new model for revenue recognition. The Company will be required to disclose information about its contracts with customers, disaggregating information about recognised revenue and information about its performance obligations at the end of the reporting period.

This standard has been endorsed by the EU and is effective for accounting periods beginning on or after 1 January 2018. An assessment of the impact of IFRS 15 has been conducted and there is no material impact on the Group its adoption.

IFRS 16 Leases

The new standard brings most leases on-balance sheet for lessees under a single lessee accounting model, eliminating the distinction between operating and finance leases.

This standard is effective for accounting periods beginning on or after 1 January 2019. It is yet to be endorsed by the EU. An initial assessment of the impact of this standard has been conducted, which indicates that whilst there will be a material adjustment to gross assets and liabilities as a result of bringing leased assets on balance sheet, there is unlikely to be a material net impact at Group level.

IFRS 17 Insurance Contracts

IFRS 17 was issued in May 2017 and will replace IFRS 4 Insurance Contracts. IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the standard. The Company would be required to provide information that faithfully represents those contracts, such that users of the financial statements can assess the effect insurance contracts have on the entity's financial position, financial performance and cash flows. The standard is effective for accounting periods beginning on or after 1 January 2021.

The Group has performed a preliminary assessment regarding the impact of IFRS 17 on the financial statements and, due to all contracts written by the business being investment contracts, it is deemed that such impact will be negligible.

d) Critical accounting estimates and judgments

Critical accounting estimates are those which involve the most complex or subjective judgments or assessments. The areas of the Group's business that typically require such estimates are the determination of the fair value for financial assets, impairment charges, deferred acquisition costs, deferred fee income and deferred taxes. Each of these is discussed in more detail in the relevant accounting policies and notes to the historical financial information.

e) Principal accounting policies

Revenue recognition

Revenue represents the fair value of services supplied by the Group. The main revenue streams comprise: charges levied on the acquisition of assets, due when transactions complete; annual commission levied on the value of assets and cash held on the Platform, due at the end of each month; and an annual wrapper charge levied on certain wrapper types, due at the end of each quarter. Charges are levied on portfolios as stated in the Transact Terms and Conditions. Revenue is recognised as follows:

Fee income

Fees charged for managing investment contracts comprise fees taken both on inception and throughout the life of the contract. All fee income is recognised as revenue in line with the provision of the investment management services.

Deferred acquisition costs and deferred income liabilities

Incremental costs directly attributable to securing investment contracts are deferred. These costs consist of fees paid to policyholder financial advisers. The costs are capitalised as deferred acquisition costs and are amortised as an expense over the Directors' best estimate of the life of the contract which is deemed to be 10 years, as the services are provided. Equal service provision is assumed over the lifetime of the contract and, as such, the deferred costs are amortised on a linear basis over the expected life of the contract, adjusted for expected persistency.

A corresponding deferred income liability is recognised in respect of charges taken from customers of the Company at the contracts' inception to meet obligations to financial advisers. Deferred income liabilities are also amortised over the Directors' best estimate of the life of the contract, which is again deemed to be 10 years.

Investment income

Interest on cash and coupons on shareholder gilts are the two sources of investment income received. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that financial asset's carrying amount.

Investments

Fixed asset investments in subsidiaries are stated at cost less any provision for impairment.

Other investments comprise UK Government fixed interest securities backing insurance contracts or held as shareholder investments. All investments are classified as 'fair value through profit or loss at initial recognition' and are stated at quoted bid prices which equate to fair value, with any resultant gain or loss recognised in profit or loss. Purchases and sales of securities are recognised on the trade date.

Investment contracts – investments and cash held for the benefit of policyholders

Investment contracts are comprised of unit-linked contracts in ILInt and ILUK. Investment contracts result in financial liabilities whose fair value is dependent on the fair value of underlying financial assets. They are designated at inception as financial liabilities at 'fair value through profit or loss'.

Valuation techniques are used to establish the fair value at inception and each reporting date. The Company's main valuation techniques incorporate all factors that market participants would consider and are based on observable market data. The financial liability is measured both initially and subsequently at fair value. The fair value of a unit-linked financial liability is determined using the fair value of the financial assets contained within the funds linked to the financial liability.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.

Liquid resources

For the purposes of the statement of cash flows, liquid resources are defined as current asset investments and short term deposits.

Intangible non-current assets

Intangible non-current assets (excluding goodwill) are stated at cost less accumulated amortisation and comprise intellectual property software rights. Intellectual property rights are amortised over seven years on a straight line basis as it is considered that the code is replaced every seven years and therefore has a finite useful life. Goodwill is held at cost and, in accordance with IFRS, is not amortised but is subject to annual impairment reviews.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. Repairs and maintenance costs are charged to the profit and loss and other comprehensive income statement during the period in which they are incurred.

The major categories of property, plant and equipment are depreciated on a straight-line basis as follows:

•	Short Leasehold Land and Buildings	Over 10 years/over the life of the lease
•	Fixtures & Fittings	Over 10 years
•	Equipment	Over 3 to 5 years

Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if appropriate.

Impairment of non-financial assets

Property, plant and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset).

The Company evaluates impairment losses for potential reversals when events or circumstances warrant such consideration.

Goodwill is tested for impairment annually, and once an impairment is recognised this cannot be reversed. For more detailed information in relation to this, please see Note 10.

Pensions

The Group makes defined contributions to the personal pension schemes of its employees. These are chargeable to profit or loss in the year in which they become payable.

Foreign currencies

Transactions in foreign currencies are translated into the functional currency at the exchange rate in effect at the date of the transaction. Foreign currency monetary assets and liabilities are translated to sterling at the year-end closing rate. Non-monetary assets denominated in a foreign currency that are measured in terms of historical cost are translated using the exchange rate in effect at the date when the fair value was determined. Foreign exchange rate differences that arise are reported net in profit or loss as foreign exchange gains/losses.

The assets and liabilities of foreign operations are translated to sterling using the year-end closing exchange rate. The revenues and expenses of foreign operations are translated to sterling at rates approximating the foreign exchange rates ruling at the relevant month of the transactions. Foreign exchange differences arising on retranslation are recognised directly in the reserves.

Taxation

The taxation charge is based on the taxable result for the year. The taxable result for the year is determined in accordance with enacted legislation and taxation authority practice for calculating the amount of corporation tax payable.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax assets/liabilities are recovered/settled.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Chief Executive Officer of the Group.

For FY2017, the business of ILUK and ILInt was the direct insurance of investment linked pensions business, written by single premium in the United Kingdom, single premium life assurance linked bonds and linked qualifying investment plans written in the United Kingdom. Insurance risk is minimal as all contracts have been classed as investment contracts.

ILInt and ILUK policyholder assets and liabilities

Investments held for the benefit of policyholders are stated at fair value and reported on a separate line in the statement of financial position. The assets are classified using the 'fair value through profit or loss' option with any resultant gain or loss recognised through the income statement. Investments held for the benefit of policyholders also includes cash and cash equivalents held within policyholders' portfolios of assets.

Investment inflows received from policyholders are invested in funds selected by the policyholders. The resulting liabilities for linked investment contracts are accounted for under the 'fair value through profit or loss' option, in line with the corresponding assets as permitted by IAS 39.

As all investments held for the benefit of policyholders are matched entirely by corresponding linked liabilities, any gain or loss on assets recognised through the income statement are offset entirely by the gains and losses on linked liabilities. The net impact on profit is therefore £nil.

Client assets and client monies

IFAL client assets and client monies are not recognised in the parent and consolidated statements of financial position (see Note 21) as they are owned by the clients of IFAL.

Operating lease agreements

Rental costs under operating leases are charged to the statement of profit or loss and other comprehensive income on a straight line basis over the term of the lease. Where an incentive to sign the lease has been taken, the incentive is spread on a straight line basis over the lease term. Details of the operating lease commitments are set out in Note 28.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits, money market OEIC funds and other short-term deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value.

Financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

At initial recognition, the Company classifies its financial instruments in the following categories:

(i) Financial assets and liabilities at fair value through profit or loss

A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short-term.

Financial instruments in this category are recognised on the trade settlement date, and subsequently, at fair value. Purchases and sales of securities are recognised on the trade date. Transaction costs are expensed in the consolidated profit and loss and other comprehensive income statement. Gains and losses arising from changes in fair value are presented in the consolidated profit and loss and other comprehensive income statement within "administrative expenses" for corporate assets and "net income attributable to policyholder returns" for policyholder assets in the period in which they arise. Financial assets and liabilities at fair value through profit or loss are classified as current except for the portion expected to be realised or paid beyond twelve months of the balance sheet date, which are classified as long-term.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company's loans and receivables comprise accrued fees, trade and other receivables, loans and cash and cash equivalents. These are included in current assets due to their short-term nature, except for loans which are included in non-current assets. Loans and receivables are initially recognised at the amount expected to be received, less, when material, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortised cost using the effective interest method less any provisions for impairment.

(iii) Financial liabilities at amortised cost

Financial liabilities at amortised cost comprise trade and other payables. These are initially recognised at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables are measured at amortised cost using the effective interest method. They are classified as current liabilities due to their short-term nature.

Provisions for liabilities

Provisions are recognised when the Company has an obligation, legal or constructive, as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are estimated at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present values where the effect is material.

Trade and other payables

Other payables are short-term, not interest-bearing and are stated at their amortised cost which is not materially different to cost and approximates to fair value.

2. Critical accounting estimates and judgments

In preparing the historical financial information, management has made judgements, estimates and assumptions about the future that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Impairment of accrued fees pending

In FY2017, the Group recognised an impairment of £128,073 (FY2016: £181,460) for accrued fees owed by customers. This comprised accrued fees that had not been received after three months and also all fees due on portfolios that comprised only limited liquidity assets. Management believes, based on past experience that, these fees are unlikely to be received, and an impairment has therefore been recorded in the statement of profit or loss.

In addition to the above, in FY2017, an amount of £192,103 (FY2016: £155,839) related to accrued fees that were past due but not impaired. Management believes that these fees are likely to be received, and an impairment is therefore not required.

Impairment of financial assets

At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other than a financial asset classified as fair value through profit or loss) is impaired. A financial asset is only impaired if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (a "loss event") and that loss event (or events) has an impact on the estimated future cash flows of the receivable that can be reliably estimated.

The criteria used to determine objective evidence of an impairment loss include:

significant financial difficulty of the obligor;
delinquencies in interest or principal payments; and
it becomes probable that the borrower will enter bankruptcy or other financial reorganisation.

For equity securities, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired.

If such evidence exists, the Company recognises an impairment loss, as follows:

Financial assets carried at amortised cost: The loss is the difference between the amortised cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument's original effective interest rate. The carrying amount of the asset is reduced by this amount and the amount of the loss is recognised in the profit or loss for the period.

3. Financial instruments

a) Principal financial instruments

The principal financial instruments, from which financial instrument risk arises, are as follows:

Trade and other receivables
Accrued fees
Cash and cash equivalents
Investments in quoted debt instruments
Listed shares and securities
Trade and other payables
Loans

b) Financial instruments by category

As explained in Note 1, financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognised in the profit and loss and other comprehensive income statement. The following tables show the carrying values of assets and liabilities for each of these categories.

Financial assets:

		Fair value through
		profit and loss			Amortised cost			Available for sale
		30 September			30 September		30 September
	2015	2016	2017	2015	2016	2017	2015	2016	2017
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Cash and cash equivalents	–	–	–	88.19	90.57	105.83	–	–	–
Listed shares and securities	0.06	0.05	0.08	–	–	–	–	–	–
Loans	–	–	–	–	–	1.87	–	–	–
Investments in quoted debt
instruments	6.88	8.93	8.81	–	–	–	–	–	–
Investments in unquoted equity instruments with no
active market	–	–	–	–	–	–	0.39	–	–
Accrued income	–	–	–	5.92	6.81	7.95	–	–	–
Trade and other receivables		–	–	7.46	1.60	1.46	–	–	–
Investments and cash held
for the policyholders		8,441.20 11,316.47 11,947.65		–	–	–	–	–	–
Deferred tax asset				0.08			–	–	–
Current tax asset	–	–	– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	–	0.20	–	–	–	–
Total financial assets		8,448.14 11,325.45 11,956.54		101.65	99.18	117.11	0.39	–	–
			–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

Financial liabilities:

		Fair value through profit and loss 30 September			Amortised cost 30 September
	2015	2016	2017	2015	2016	2017
	£m	£m	£m	£m	£m	£m
Trade and other
payables	–	–	–	5.86	5.80	7.52
PAYE and other
taxation	–	–	–	0.49	1.62	1.23
Corporation tax	–	–	–	1.09	1.69	2.80
Accruals	–	–	–	6.22	6.87	6.45
Liabilities for linked investments
contracts	8,441.19 ––––––––––	11,316.47 ––––––––––	11,947.65 ––––––––––	– ––––––––––	– ––––––––––	– –––––––––
Total financial liabilities			8,441.19 11,316.47 11,947.65	13.66	15.98	18.01

c) Financial instruments not measured at fair value

Financial instruments not measured at fair value include cash and cash equivalents, accrued fees, loans, trade and other receivables, and trade and other payables. Due to their short-term nature and/or annual impairment review, the carrying value of these financial instruments approximates their fair value.

–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––

d) Financial instruments measured at fair value – fair value hierarchy

The table below classifies financial assets that are recognised on the statement of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels of hierarchy are disclosed in Note 1.

Assets held at fair value also comprises investments held in gilts and these are held at fair value through profit and loss.

The following table shows the Company's assets measured at fair value and split into the three levels described below:

Level 1: quoted prices (unadjusted) in active markets for identical assets;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset that are not based on observable market data (unobservable inputs).

	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Investments and assets held for the benefit of policyholders
Policyholder cash	601,452	–	–	601,452
Investments and securities	250,795	49,051	710	300,556
Bonds and other fixed-income securities	11,904	12,383	1,556	25,842
Holdings in collective investment schemes	6,256,225	1,254,417 ––––––––––– ––––––––––– ––––––––––– –––––––––––	2,694	7,513,336
		7,120,375 1,315,850 ––––––––––– ––––––––––– ––––––––––– –––––––––––		4,960 8,441,186
Other investments	6,945	– ––––––––––– ––––––––––– ––––––––––– –––––––––––	–	6,945
Total		7,127,320 1,315,850 ––––––––––– ––––––––––– ––––––––––– –––––––––––		4,960 8,448,131
At 30 September 2016
	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Investments and assets held for the benefit of policyholders
Policyholder cash	802,924	–	–	802,924
Investments and securities	306,461	65,480	1,885	373,826
Bonds and other fixed-income securities	11,035	12,743	1,606	25,384
Holdings in collective investment schemes	8,069,840	2,042,262 ––––––––––– ––––––––––– ––––––––––– –––––––––––		2,235 10,114,337
		9,190,260 2,120,485 ––––––––––– ––––––––––– ––––––––––– –––––––––––		5,72611,316,471
Other investments	8,976	– ––––––––––– ––––––––––– ––––––––––– –––––––––––	–	8,976
Total		9,199,236 2,120,485		5,72611,325,447
		––––––––––– ––––––––––– ––––––––––– –––––––––––

At 30 September 2015

At 30 September 2017

	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Investments and assets held
for the benefit of policyholders
Policyholder cash	1,091,744	–	–	1,091,744
Investments and securities	351,308	94,521	1,541	447,370
Bonds and other fixed-income securities	12,378	399	5	12,782
Holdings in collective investment
schemes	10,260,975 ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––	132,113	2,668	10,395,756
	11,716,405 ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––	227,033		4,214 11,947,652
Other investments	8,895 ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––	–	–	8,895
Total	11,725,300	227,033		4,214 11,956,547
	––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Level 1 valuation methodology

Financial assets included in Level 1 are measured at fair value using quoted mid prices that are available at the reporting date and are traded in active markets. These financial assets are mainly collective investment schemes and listed equity instruments.

Level 2 and Level 3 valuation methodology

The Group regularly reviews whether a market is active, based on available market data and the specific circumstances of each market. Where the Group assesses that a market is not active, then it applies one or more valuation methodologies to the specific financial asset. These valuation methodologies use quoted market prices, where available, and may, in certain circumstances, require the Group to exercise judgment to determine fair value.

Financial assets included in Level 2 are measured at fair value using observable mid-prices traded in markets that have been assessed as not active enough to be included in Level 1.

Otherwise, financial assets are included in Level 3. These are assets where one or more inputs to the valuation methodology are not based on observable market data.

Level 3 sensitivity to changes in unobservable measurements

For financial assets assessed as Level 3, based on its review of the prices used, the Company believes that any change to the unobservable inputs used to measure fair value would not result in a significantly higher or lower fair value measurement at financial year end, and therefore would not have a material impact on its reported results.

Changes to valuation methodology

There have been no changes in valuation methodology during the period under review.

Transfers between Levels

The Company's policy is to assess each financial asset it holds at the current financial yearend, based on the last known price and market information, and assign it to a Level.

The Company recognises transfers between Levels of the fair value hierarchy at the end of the reporting period in which the changes have occurred. Changes occur due to the availability or (or lack thereof) quoted prices, whether a market is now active or not, and whether there are indications of impairment.

The table below shows transfers between Levels 1 and 2 for FY2017 and FY2016. The "Transfers from" column shows the Level assigned to the asset at the start of the financial year, and the "Transfers to" column shows the Level assigned to the asset at the end of the financial year. The transfers are presented at their valuation at each year end date:

Financial year	Transfers from	Transfers to	£'000
FY2017	Level 1	Level 2	4,073
FY2017	Level 2	Level 1	9,169
FY2016	Level 1	Level 2	1,910
FY2016	Level 2	Level 1	39,237

The reconciliation between opening and closing balances of Level 3 assets are presented in the table below (all balances are in £'000s):

			Bonds and	Holdings in
			other fixed-	collective
		Investments	income	investment
Category	£'000	and securities	securities	schemes
Balance as at 30 September 2015	4,960	710	1,556	2,694
Unrealised gains or losses	1,004	965	51	(12)
Transfers in to Level 3	209	204	–	5
Transfers out of Level 3	(259)	(0)	–	(259)
Purchases, sales, issues and settlement	(187)	6	(0)	(193)
Balance as at 30 September 2016	5,726	1,885	1,606	2,235
Unrealised gains or losses	(1,891)	(28)	(1,602)	(261)
Transfers in to Level 3	1,506	329	–	1,178
Transfers out of Level 3	(622)	(590)	–	(32)
Purchases, sales, issues and settlement	(506)	(55)	–	(451)
Balance as at 30 September 2017	4,214	1,541	5	2,668

Any resultant gains or losses on financial assets held for the benefit of policyholders are offset by a reciprocal movement in the linked liability.

4. Risk and risk management

a) Risk assessment

Risk assessment is the determination of quantitative values and/or qualitative judgments of risk related to a concrete situation and a recognised threat. Quantitative risk assessment requires calculations of two components of risk, the magnitude of the potential impact, and the likelihood that the risk materialises. There are also qualitative aspects that are more difficult to express quantitatively but are still taken into account in order to fully evaluate the impact of the risk on the organisation.

b) Market risk

Description of risk

Market risk is the risk of loss arising, either directly or indirectly, from fluctuations in the level and in the volatility of market prices of assets, liabilities and other financial instruments.

Market risk from reduced income

The Company's dividend income from its Regulated Subsidiary, IFAL, is exposed to market risk. IFAL's main source of income is derived from annual management fees and transaction fees which are linked to the value of the clients' portfolios.

IFAL mitigates the second order market risk by applying fixed per policy charges in addition to the charges determined based on clients' linked portfolio values, offering an element of diversification to its income stream.

Market risk from direct asset holdings

The Company has limited exposure to primary market risk as its capital is invested in high quality, highly liquid, short-dated investments.

Interest rate risk

The Company's balance sheet and capital requirements are relatively insensitive to first order impacts from movements in interest rates.

Currency risk

The Company is not directly exposed to significant currency risk.

Inflation risk

The Company has exposure related to expense inflation risk, where actual inflation deviates from expectations. The Company has no exposures to defined benefit staff pension schemes or client-related, index-linked liabilities.

Expense inflation risk is mitigated through monitoring of expenditure and closely managing expenses in line with the business plan.

c) Credit (counterparty default) risk

Credit risk is the risk that the Company is exposed to a loss if another party fails to meet its financial obligations. For the Company, the exposure to counterparty default risk arises primarily from:

corporate assets directly held by the Company; and
exposure to other debtors.

Counterparty default risk exposure to other debtors

The Company has no prepayments or other debtors arising, due to the nature of its business and the structure of the Group.

Impact of credit risk on fair value

Due to the limited direct exposure that the Company has to credit risk, credit risk does not have a material impact on the fair value movement of financial instruments for the period under review. The fair value movements on these instruments are predominantly due to changes in market conditions.

d) Liquidity risk

Liquidity risk is the risk that funds are not accessible such that the Company, although solvent, does not have sufficient liquid financial resources to meet obligations as they fall due or can secure such resources only at excessive cost.

As a holding company, the Company's direct liquidity risk is limited to paying out dividends and operating expenses it may incur. There are robust controls in place to mitigate liquidity risk, for example, through monitoring of expenditure and closely managing expenses in line with the business plan.

Maturity schedule

The following table shows an analysis of the financial assets and financial liabilities by remaining expected maturities as at 30 September 2015, 30 September 2016 and 30 September 2017:

Financial assets:

FY2015

	–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
Total	8,539,352	6,882	78	392	8,546,704
Cash	88,186 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–	–	–	88,186
Current tax asset	–	–	–	–	–
Trade and other receivables	3,995	–	–	–	3,995
Accrued income	5,919	–	–	–	5,919
Deferred tax asset	–	–	78	–	78
Long term investments	–	–	–	392	392
Investments	63	6,882	–	–	6,945
Investments and cash held for the policyholders	8,441,189	–	–	–	8,441,189

	£'000	£'000	£'000	£'000	£'000
	months	months	years	5 years	Total
	Up to 3	3-12	1-5	Over

FY2016

	Up to 3 months £'000	3-12 months £'000	1-5 years £'000	Over 5 years £'000	Total £'000
Investments and cash held
for the policyholders	11,316,471	–	–	–	11,316,471
Investments	51	8,925	–	–	8,976
Accrued income	6,806	–	–	–	6,806
Trade and other receivables	1,576	21	–	–	1,597
Current tax asset	–	199	–	–	199
Cash	90,571 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–	–	–	90,571
Total	11,415,475	9,145	–		– 11,424,620

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

FY2017

	–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
Total	12,062,944	8,832	1,047		833 12,073,656
Cash	105,829 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–	–	–	105,829
Loans	–	–	1,040	833	1,873
Trade and other receivables	1,557	20	–	–	1,577
Accrued income	7,906	–	7	–	7,913
Investments	–	8,812	–	–	8,812
for the policyholders	11,947,652	–	–	–	11,947,652
Investments and cash held
	£'000	£'000	£'000	£'000	£'000
	months	months	years	5 years	Total
	Up to 3	3-12	1-5	Over

Financial liabilities:

FY2015

	Up to 3	3-12	1-5	Over
	months	months	years	5 years	Total
	£'000	£'000	£'000	£'000	£'000
Liabilities for linked
investment contracts	8,441,189	–	–	–	8,441,189
Deferred tax liabilities	90	270	1,244	(325)	1,279
Trade and other payables	12,527	–	43	–	12,570
Current tax liabilities	7 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	1,087	–	–	1,094
Total	8,453,813 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	1,357	1,287		(325) 8,456,132
FY2016
	Up to 3	3-12	1-5	Over
	months	months	years	5 years	Total
	£'000	£'000	£'000	£'000	£'000
Liabilities for linked
investment contracts	11,316,471	–	–	–	11,316,471
Trade and other payables	14,289	–	–	–	14,289
Current tax liabilities	(45) –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	1,731	–	–	1,686
Total	11,330,715 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	1,731	–		– 11,332,446
FY2017
	Up to 3	3-12	1-5	Over
	months	months	years	5 years	Total
	£'000	£'000	£'000	£'000	£'000
Liabilities for linked
investment contracts	11,947,652	–	–	–	11,947,652
Trade and other payables	15,208	–	–	–	15,208
Current tax liabilities	– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	2,803	–	–	2,803
Total	11,962,860 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	2,803	–		– 11,965,663

Financial assets held in portfolio investments and the corresponding liabilities are deemed to have a maturity of up three months since the liabilities are repayable on demand. In practice, the contractual maturities of the underlying assets may be longer than three months but the majority of assets held within portfolios are highly liquid.

e) Outflow risk

Outflows occur when funds are withdrawn from the Platform for any reason. Outflows typically occur where clients' circumstances and requirements change. However, these outflows can also be triggered by operational failure, competitor actions or external events such as regulatory or economic changes.

Outflow risk is mitigated by focusing on providing exceptionally high levels of service. Outflow rates are closely monitored and unexpected experience is investigated. Despite the current challenging and uncertain economic and geopolitical environment, outflow rates remain low and stable.

f) Expense risk

Expense risk arises where costs increase faster than expected or from one-off expense "shocks". As a significant percentage of the Group's expenses are staff-related, the key inflationary risk arises from salary inflation.

The Group's expenses are governed at a high level by the Group's Expense Policy. The monthly management accounts are reviewed against projected future expenses by the Board and by the Senior Managers and action is taken, where appropriate.

5. Segmental reporting

The revenue and profit before tax are attributable to activities carried out in the UK.

The Group has three classes of business as follows:

provision of investment management services;
transaction of ordinary long term insurance and underwriting life assurance; and
provision of consultancy services.

Analysis by class of business is given below:

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Revenue
Investment administration services	35,672	37,854	44,019
Insurance and life assurance business	27,971	30,403	36,223
Consultancy services	– –––––––––	100 –––––––––	– –––––––––
	63,643 –––––––––	68,357 –––––––––	80,242 –––––––––
Profit before tax
Investment administration services	9,540	11,393	17,224
Insurance and life assurance business	8,877	34,024	27,121
Consultancy services	– –––––––––	139 –––––––––	544 –––––––––
	18,417 –––––––––	45,556 –––––––––	44,889 –––––––––
Net assets
Investment administration services	53,479	38,100	51,176
Insurance and life assurance business	21,486	47,456	50,397
Consultancy services	– –––––––––	688 –––––––––	953 –––––––––
	74,965 –––––––––	86,244 –––––––––	102,526 –––––––––

The figures above comprise the results of the companies that fall directly into each segment, as well as a proportion of the results from the other Group companies that only provide services to the revenue-generating companies. This, therefore, has no effect on revenue but has an effect on the profit before tax and net assets figures.

6. Earnings per share

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Profit
Profit for the year and earnings used in basic and
diluted earnings per share	16,301	20,816	29,889
Number of shares	1,137,278	1,137,278	1,137,278
Weighted average number of A, B C shares used in
basic and diluted earnings per share	1,107,278	1,107,278	1,107,278
Weighted average number of D shares used in basic
and diluted earnings per share	30,000	30,000	30,000

Earnings per share is calculated based on the share capital of IntegraFin Holdings Limited and the earnings of the consolidated Group. Separate calculations have been performed for A, B and C shares, and for D shares, to reflect the different dividend rate attached to D shares.

7. Expenses by nature

The following expenses are included within administrative expenses:

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Depreciation	579	494	551
Amortisation	1,786	1,438	20
Wages and employee benefits expense	21,466	25,059	30,036
Auditor's remuneration:
– auditing of the financial statements of the Company
pursuant to legislation	10	10	25
– auditing of the financial statements of subsidiaries	98	92	81
– other assurance services	95	99	73
– taxation service	–	78	–
Other Auditor's remuneration:
– auditing of the financial statements of subsidiaries	81	73	114
– other assurance services	65	83	115
Impairment losses	1,295	574	128
Operating lease costs:
– Land and buildings	1,820	1,783	1,812
– Equipment	38	8	8

Wages and employee benefits expense

The average number of staff (including Executive Directors) employed by the Group during FY2015, FY2016 and FY2017 amounted to:

	FY2015	FY2016	FY2017
	Average no.	Average no.	Average no.
Client Services	179	194	201
Finance	58	54	54
Technical and Support	46	50	49
Software Development	16	85	84
Sales, Marketing and Product Development	33	35	37
Legal and Compliance	19	23	25
CEO's Office	1 –––––––––	1 –––––––––	1 –––––––––
Total	352 –––––––––	442 –––––––––	451 –––––––––

Staff costs (including in respect of Executive Directors), included within administrative expenses, were as follows:

	–––––––––	–––––––––	–––––––––
Total	21,466	25,059	30,036
Other pension costs	845 –––––––––	1,702 –––––––––	2,294 –––––––––
Social security costs	2,087	2,391	2,268
Wages and salaries	18,534	20,966	25,474
	FY2015 £'000	FY2016 £'000	FY2017 £'000

Compensation of key management personnel

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the entity and, as such, only Directors are considered to meet this definition.

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Short term employee benefits	1,078	1,417	1,645
Post employment benefits	110 –––––––––	119 –––––––––	37 –––––––––
	1,188 –––––––––	1,536 –––––––––	1,682 –––––––––
Highest paid Director:
Short term employee benefits	443	455	505
Post employment benefits	26	33	8
Number of Directors for whom pension contributions
are paid	3	3	3

8. Interest income

FY2015 £'000	FY2016 £'000	FY2017 £'000
144	145	64
30	–	16

100	306	98
10	–	– –––––––––
284	451	178 –––––––––
	––––––––– –––––––––	––––––––– –––––––––

9. Tax on profit on ordinary activities

a) Analysis of charge in year

	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Corporation tax	4,079	5,197	7,234
Corporation tax – under-provision in previous year	55 –––––––––	21 –––––––––	9 –––––––––
	4,134	5,218	7,243
Movement in deferred tax asset (note 20)	(78)	78	(50)
Movement in deferred tax liability (note 20)	7	–	(12)
Deferred tax charge/(credit)	(71) –––––––––	78 –––––––––	(62) –––––––––
Total	4,063	5,296	7,181
	–––––––––	–––––––––	–––––––––

b) Factors affecting tax charge for the year

The tax on the Company's profit before tax differs from the amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

Total	4,063 –––––––––	5,296 –––––––––	7,181 –––––––––
Corporation Tax rate	– –––––––––	14 –––––––––	57 –––––––––
Profits charged at different rates to UK
Corporation tax – under-provision in prior year	46	12	7
FY2015: 20.5%)	(288)	(285)	(292)
Profits not taxable, multiplied by effective rate of Corporation Tax 19.5% (FY2016: 20%,
FY2015: 20.5%)	242	(2,191)	(834)
of Corporation Tax 19.5% (FY2016: 20%,
for tax purposes, multiplied by effective rate
Income not taxable and expenses not deductible
Effects of:
Deferred tax charge/(credit) (see Note 20)	(71)	78	(62)
rate of Corporation Tax 19.5% (FY2016: 20%, FY2015: 20.5%)	4,134	7,668	8,305
Profit on ordinary activities multiplied by effective
Profit on ordinary activities before tax	20,167	38,341	42,590
	£'000	£'000	£'000
	FY2015	FY2016	FY2017

c) Changes in tax rates

The main rate of UK corporation tax reduced from 20 per cent. to 19 per cent. with effect from 1 April 2017 and will reduce to 17 per cent. with effect from 1 April 2020. The reduction in corporation tax rates does not impact on the policyholder rate.

10. Intangible assets

	Software
	and IP rights	Goodwill	Total
	£'000	£'000	£'000
Cost
At 1 October 2014	12,505	–	12,505
At 30 September 2015	12,505	–	12,505
Amortisation
At 1 October 2014	9,318	–	9,318
Charge for the year	1,786	–	1,786
At 30 September 2015	11,104	–	11,104
Net Book Value
At 30 September 2014	3,187	–	3,187
At 30 September 2015	1,400	–	1,400
Cost
At 1 October 2015	12,505	–	12,505
Addition in the year	– –––––––––	12,951 –––––––––	12,951 –––––––––
At 30 September 2016	12,505	12,951	25,456
Amortisation
At 1 October 2015	11,105	–	11,105
Charge for the year	1,438	–	1,438
Prior year adjustment	(93) –––––––––	– –––––––––	(93) –––––––––
At 30 September 2016	12,450	–	12,450

	Software
	and IP rights	Goodwill	Total
	£'000	£'000	£'000
Net Book Value
At 30 September 2015	1,400	–	1,400
At 30 September 2016	55	12,951	13,006
Cost
At 1 October 2016	12,505 –––––––––	12,951 –––––––––	25,456 –––––––––
At 30 September 2017	12,505	12,951	25,456
Amortisation
At 1 October 2016	12,450	–	12,450
Charge for the year	20 –––––––––	– –––––––––	20 –––––––––
At 30 September 2017	12,470	–	12,470
Net Book Value
At 30 September 2016	55	12,951	13,006
At 30 September 2017	35	12,951	12,986

Amortisation of intangibles is recognised within administrative expenses in the profit or loss account.

Goodwill impairment assessment

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

FY2017 was the first year in which an impairment test was performed. The goodwill was first recognised upon the acquisition of IAD in July 2016 and must be tested for impairment annually, so a test was not required in the previous financial year.

The carrying amount of goodwill is allocated to the two cash generating units that are benefitting from the acquisition, as follows:

	–––––––––
Total	12,951
Insurance and life assurance business	5,501 –––––––––
Investment management services	7,449
	£'000
	FY2017

The recoverable amounts of the above cash generating units have been determined from value in use calculations based on cash flow projections from formally approved budgets covering a five year period to 30 September 2022. The results of this showed that no impairment has taken place throughout the historical financial period.

No sensitivity analysis has been performed on the basis that there were no reasonable foreseeable changes in the assumptions which would result in the recoverable amount falling below the carrying amount.

11. Property, plant and equipment

	Short
	Leasehold		Fixtures
	Land and		and	Motor
	Buildings	Equipment	Fittings	Vehicles	Total
	£'000	£'000	£'000	£'000	£'000
Cost
As at 1 October 2014	1,242	1,420	227	–	2,889
Additions	–	189	–	–	189
Disposals	–	(146)	–	–	(146) –––––––––
As at 30 September 2015	––––––––– 1,242	––––––––– 1,463	––––––––– 227	––––––––– –	2,932
Depreciation
As at 1 October 2014	238	759	99	–	1,096
Charge for the year	124	432	23	–	579
Disposals	–	(146)	–	–	(146) –––––––––
As at 30 September 2015	––––––––– 362	––––––––– 1,045	––––––––– 122	––––––––– –	1,529
Net Book Value
As at 30 September 2015	880	418	105	–	1,403
	£'000	£'000	£'000	£'000	£'000
Cost
As at 1 October 2015	1,242	1,463	226	–	2,931
Additions	373	739	327	101	1,540
Disposals	–	(589)	–	–	(589)
As at 30 September 2016	––––––––– 1,615	––––––––– 1,613	––––––––– 553	––––––––– 101	––––––––– 3,882
Depreciation
As at 1 October 2015	362	1,045	121	–	1,528
Additions	39	214	124	–	377
Charge for the year	124	232	111	27	494
Disposals	–	(589)	–	–	(589)
As at 30 September 2016	––––––––– 525	––––––––– 902	––––––––– 356	––––––––– 27	––––––––– 1,810
Net Book Value
As at 30 September 2016	1,090	711	197	74	2,072
Cost
As at 1 October 2016	1,615	1,613	553	101	3,882
Reclassification	–	307	(307)	–	–
Additions	95	208	17	43	363
Disposals		(50)	–	(43)	(93)
FX difference	(2) –––––––––	(6) –––––––––	– –––––––––	(1) –––––––––	(9) –––––––––
As at 30 September 2017	1,708	2,072	263	100	4,143
Depreciation
As at 1 October 2016	525	902	356	27	1,810
Reclassification	–	214	(214)	–	–
Charge for the year	155	356	23	17	551
Disposals	–	(35)	–	(37)	(72)
FX difference	–––––––––	(4) –––––––––	– –––––––––	– –––––––––	(4) –––––––––
As at 30 September 2017	680	1,433	165	7	2,285
Net Book Value
As at 30 September 2017	1,028	639	98	93	1,858

12. Long-term investments

	Total
	£'000
Cost
As at 1 October 2014	750
Additions	34
Impairment	(392) –––––––––
As at 30 September 2015	392
Net book value
As at 30 September 2014	750
As at 30 September 2015	392
Cost
As at 1 October 2015	392
Impairment	(392) –––––––––
As at 30 September 2016	–
Net book value
As at 30 September 2015	392
As at 30 September 2016	–
Cost
As at 1 October 2016	– –––––––––
As at 30 September 2017	–
Net book value
As at 30 September 2016	–
As at 30 September 2017	–

13. Subsidiaries

The principal subsidiaries of the Company, all of which have been included in the consolidated financial information, are as follows:

			Incorporation and significant place of
Name of Company	Holding	% Held	business	Business
Direct holdings
Integrated Financial Arrangements
Ltd	Ordinary Shares 100%		United Kingdom	Investment Management
IntegraFin Services Limited	Ordinary Shares 100%		United Kingdom	Services Company
Transact IP Limited	Ordinary Shares 100%		United Kingdom	Software provision & development
Integrated Application Development
Pty Ltd	Ordinary Shares 100%		Australia	Software maintenance
Objective Asset Management
Limited	Ordinary Shares 100%		United Kingdom	Dormant
Indirect holdings
IntegraFin Limited	Ordinary Shares 100%		United Kingdom	Non-trading
Transact Nominees Limited	Ordinary Shares 100%		United Kingdom	Non-trading
IntegraLife UK Limited	Ordinary Shares 100%		United Kingdom	Life Insurance
IntegraLife International Limited	Ordinary Shares 100%		Isle of Man	Life Assurance
ObjectMastery (UK) Limited	Ordinary Shares 100%		United Kingdom	Consultancy
Objective Funds Limited	Ordinary Shares 100%		United Kingdom	Dormant
Objective Wealth Management
Limited	Ordinary Shares 100%		United Kingdom	Dormant
IntegraFin (Australia) Pty Limited	Ordinary Shares 100%		Australia	Non-trading
Transact Trustees Limited	Ordinary Shares 100%		United Kingdom	Non-trading

The Group has 100 per cent. voting rights on shares held in each of the subsidiary undertakings.

All the UK subsidiaries have their registered office address at 29 Clement's Lane, London EC4N 7AE. ILInt's registered office address is at 18 to 20 North Quay, Douglas, Isle of Man IM1 4LE. IntegraFin (Australia) Pty Limited's registered office address is at Level 4, 854 Glenferrie Road, Hawthorn, Victoria, Australia 3122. IAD's registered office address is 19 to 25 Camberwell Road, Melbourne, Australia.

The above subsidiaries have all been included in the historical financial information. The results of ILInt and ILUK are included as described in the basis of consolidation accounting policy in Note 1.

IFAL is authorised and regulated by the FCA. The principal activity of the Company and its subsidiaries is the provision of 'Transact', a wrap service that arranges and executes transactions between clients, their financial advisers and financial product providers, including investment managers and stockbrokers.

ISL is the Group services company. All intra-group service contracts are held by this services company.

IAD provides software maintenance services to the Group.

IntegraFin Limited is the trustee of the SIP 2005, which was set up to allocate Class C Shares in the capital of the Company to staff. IntegraFin Limited undertakes no other activities.

Transact Nominees Limited holds customer assets as a nominee company on behalf of IFAL.

IntegraFin (Australia) Pty Limited is currently non-trading.

Transact IP Limited licenses its proprietary software to other members of the Group.

ILUK is authorised by the PRA and regulated by the FCA and PRA. Its principal activity is the transaction of ordinary long term insurance business within the United Kingdom.

ILInt is authorised and regulated by the IoMFSA and its principal activity is the transaction of ordinary long term insurance business within the United Kingdom through the Transact Offshore Bond.

14. Deferred acquisition costs

	–––––––––	–––––––––	–––––––––
Closing balance	29,736	31,792	38,295
Change in deferred acquisition costs	1,640 –––––––––	2,056 –––––––––	6,503 –––––––––
Amortisation of deferred acquisition costs	(5,371)	(5,908)	(6,447)
Capitalisation of deferred acquisition costs	7,011	7,964	12,950
Opening balance	28,096	29,736	31,792
	£'000	£'000	£'000
	FY2015	FY2016	FY2017

15. Non-current asset investments – ILInt and ILUK

Investments and cash held for the benefit of policyholders

	FY2015	FY2015	FY2016	FY2016	FY2017	FY2017
	Cost	Fair value	Cost	Fair value	Cost	Fair value
	£m	£m	£m	£m	£m	£m
ILInt
Cash and cash equivalents held for the benefit of the
policyholder	61	61	83	83	75	75
Investments held for the
benefit of the policyholder	1,082 –––––––––	1,903 –––––––––	1,638 –––––––––	2,928 –––––––––	986 –––––––––	1,175 –––––––––
	1,143	1,964	1,721	3,011	1,060	1,250
ILUK
Cash and cash equivalents held for the benefit of the
policyholder	539	539	716	716	1,014	1,014
Investments held for the
benefit of the policyholder	6,074 –––––––––	5,939 –––––––––	6,898 –––––––––	7,590 –––––––––	8,049 –––––––––	9,684 –––––––––
	6,613 –––––––––	6,478 –––––––––	7,614 –––––––––	8,305 –––––––––	9,063 –––––––––	10,698 –––––––––
Total		8,441		11,316		11,948
		–––––––––		–––––––––		–––––––––

All amounts are current. These assets are held to cover the liabilities for unit-linked investment contracts. All contracts with customers are deemed to be investment contracts and, accordingly, assets are 100 per cent. matched to corresponding liabilities.

16. Financial assets at fair value through profit or loss

	–––––––––	–––––––––	–––––––––
Total	6,945	8,976	8,895
Gilts	6882 –––––––––	8,925 –––––––––	8,812 –––––––––
Listed shares and securities	63	51	83
	£'000	£'000	£'000
	2015	2016	2017
		As at 30 September

Investments are all UK and sterling based and held at fair value.

17. Other prepayments and accrued income

	–––––––––	–––––––––	–––––––––
	8,311	9,842	10,252
Prepayments	2,392 –––––––––	3,036 –––––––––	2,301 –––––––––
Accrued income	5,919	6,806	7,951
	£'000	£'000	£'000
	2015	2016	2017
	As at 30 September

18. Trade and other receivables

	–––––––––	–––––––––	–––––––––
	3,995	1,597	1,456
Amounts due from HMRC	1,977 –––––––––	– –––––––––	– –––––––––
Other receivables	1,995	1,589	1,451
Interest receivable	23	8	5
Amounts owed by Group undertakings	–	–	–
	£'000	£'000	£'000
	2015	2016	2017
	As at 30 September

19. Trade and other payables

	As at 30 September
	2015	2016	2017
	£'000	£'000	£'000
Trade payables	317	364	265
PAYE and other taxation	487	1,621	1,229
Due to Group undertakings	–	–	–
Other payables	5,545	5,437	7,259
Accruals and deferred income	6,221 –––––––––	6,867 –––––––––	6,455 –––––––––
	12,570	14,289	15,208
	–––––––––	–––––––––	–––––––––

20. Deferred income liability

	As at 30 September
	2015	2016	2017
	£'000	£'000	£'000
Opening balance	28,096	29,736	31,792
Capitalisation of deferred income	7,011	7,964	12,950
Amortisation of deferred income	(5,371) –––––––––	(5,908) –––––––––	(6,447) –––––––––
Change in deferred acquisition costs	1,640 –––––––––	2,056 –––––––––	6,503 –––––––––
Closing balance	29,736	31,792	38,295
	–––––––––	–––––––––	–––––––––

21. Deferred tax

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19 per cent. for FY2017 (FY2016: 19 per cent., FY2015: 20 per cent.). This new rate has been applied to deferred tax balances which are expected to reverse after 1 April 2017, the date on which that new rate becomes effective.

Liabilities – Group

	As at 30 September
	2015	2016	2017
	£'000	£'000	£'000
Balance brought forward	3,012	1,279	8,495
Release in year at 19% (2016: 19%, 2015:20%) future
corporation tax rate in respect of:
Share based payments	38	–	–
– Accelerated depreciation	(31)	–	(12)
Deferred tax charge/(credit)	7	–	(12)
Movement in policyholder tax	(1,740)	7,216	2,298
Balance carried forward	1,279	8,495	10,781
Analysed as:
– Accelerated depreciation	12	12	–
– Policyholder deferred tax	1,267 –––––––––	8,483 –––––––––	10,781 –––––––––
	1,279	8,495	10,781
	–––––––––	–––––––––	–––––––––

Assets – Group and Company

		As at 30 September
		2015	2016	2017
		£'000	£'000	£'000
Balance brought forward			(78)	–
Release in year at 19% (2016: 19%, 2015:20%) future corporation tax rate in respect of:
– Unused capital losses		(78)	78	–
Accelerated depreciation		– –––––––––	– –––––––––	50 –––––––––
Balance carried forward		(78) –––––––––	– –––––––––	50 –––––––––
22. Client monies and client assets
	£'000			£'000
2015
Client monies	1,376,766		Amounts due to clients	1,376,766
Client assets	17,707,907	Corresponding liability		17,707,907
2016
Client monies	1,836,756		Amounts due to clients	1,836,756
Client assets	22,763,205	Corresponding liability		22,763,205

2017 Client monies 2,297,792 Amounts due to clients 2,297,792 Client assets 25,629,954 Corresponding liability 25,629,954

The above client monies are held separately in client bank accounts which are excluded from the Company's net current assets. In addition, the above client assets are held on behalf of IFAL by Transact Nominees Limited, the holdings are also excluded from the Company's net current assets.

23. Provisions for liabilities

		As at 30 September
	2015	2016	2017
	£'000	£'000	£'000
Balance brought forward	16,009	20,802	15,550
Increase in dilapidations provision	52	95	44
Increase in ILInt non-linked unit provision	12	13	4
Increase in ILUK tax provision	4,729 –––––––––	(5,360) –––––––––	(3,767) –––––––––
Balance carried forward	20,802	15,550	11,831 –––––––––
Dilapidations provisions	––––––––– 183	––––––––– 279	323
ILInt non-linked unit provision	12	25	29
ILUK tax provision	20,505	15,144	11,377
Rent provision	102 –––––––––	102 –––––––––	102 –––––––––
	20,802	15,550	11,831
	–––––––––	–––––––––	–––––––––

The dilapidation provisions relate to the former leasehold premises at 5 to 7 Singer Street, London, the current leasehold premises at 29 Clement's Lane, London, and the current ILInt leasehold premises at 18/20 North Quay, on the Isle of Man. The Group is committed to restoring the premises to their original state at the end of the lease term. Whilst it is probable that payments will be required for dilapidations, uncertainty exists with regard to the amount and timing of these payments and the amounts provided represent the management's best estimate of the Group's liability.

The rent provision relates to potential litigation regarding disputed rent. There is potential for a claim to be made against the Group until March 2019, though uncertainty exists as to the timing of any potential claim and whether the claim will be successful.

ILUK tax provision is made up of tax relief due to policyholders. It comprises claims received from HMRC that are yet to be returned to policyholders and charges taken from unit-linked funds and claims received from HMRC to meet future policyholder tax obligations.

24. Called up share capital Allotted, called up and fully paid:

		As at 30 September			As at 30 September
	2015	2016	2017	2015	2016	2017
	Number	Number	Number	£'000	£'000	£'000
Ordinary Class A shares of £0.05 each	417,868	417,868	417,868	21	21	21
Ordinary Class B shares of £0.05 each	357,000	357,000	357,000	18	18	18
Ordinary Class C shares of £0.05 each	332,410	332,410	332,410	17	17	17
Ordinary Class D shares of £0.05 each	30,000	30,000	30,000	1 ––––––––	1 ––––––––	1 ––––––––
				57 ––––––––	57 ––––––––	57 ––––––––

There has been no movement in called up share capital.

Class A and Class B Ordinary share capital have full voting and dividends rights.

Class C Ordinary share capital has no voting rights but ranks equally for dividends.

Class D Ordinary Share Capital has no voting rights and shareholders are only entitled to receive dividends to the extent that the amount per Ordinary Share paid to the holders of Class A Shares, Class B Shares and Class C Shares in any financial year exceeds the amount per ordinary share received by holders of those ordinary shares (excluding any special dividends) in the financial year prior to the financial year in which relevant Class D Shares are issued.

Immediately prior to Admission, the Class A, Class B, Class C and Class D shares will be converted into Ordinary Shares on the basis described at paragraph 3(d) of Part 11 of this Prospectus.

25. Share premium account

		As at 30 September
	2015	2016	2017
	£'000	£'000	£'000
Balance brought forward	5,722	5,722	5,722
Premium on shares issued during the year	– ––––––––	– ––––––––	– ––––––––
Balance carried forward	5,722 ––––––––	5,722 ––––––––	5,722 ––––––––

26. Capital redemption reserve

	As at 30 September
2015	2016	2017
£'000	£'000	£'000
Balance brought forward 2	2	2
Purchase of own shares – ––––––––	– ––––––––	– ––––––––
Balance carried forward 2 ––––––––	2 ––––––––	2 ––––––––

On 12 December 2013 IFAL (formerly IFA plc) was granted authority by shareholders to repurchase £4,500,000 worth of ordinary shares from shareholders. IFAL purchased 45,917 shares, and they were then cancelled, giving rise to a capital redemption reserve of £2,271.

27. Share-based payment reserve

		As at 30 September
	2015	2016	2017
	£'000	£'000	£'000
Balance brought forward	308	308	308
Transfer to profit and loss reserve	– ––––––––	– ––––––––	– ––––––––
Balance carried forward	308 ––––––––	308 ––––––––	308 ––––––––

28. Other reserves

As at 30 September
2015	2016	2017
£'000	£'000	£'000
–	–	32
–	32	10 ––––––––
–	32	42 ––––––––
	–––––––– ––––––––	–––––––– ––––––––

29. Operating lease commitments

The total future minimum lease payments of operating leases are due as follows:

		Land and		Land and		Land and
	Equipment	Buildings	Equipment	Buildings	Equipment	Buildings
	FY2015	FY2015	FY2016	FY2016	FY2017	FY2017
	£'000	£'000	£'000	£'000	£'000	£'000
Within 1 year	7	2,120	–	2,365	–	2,398
Within 2-5 years	7	8,377	–	9,468	–	9,304
Over 5 years	–	5,583	–	3,490	–	1,396

The lease commitments relate to the current leasehold premises at 29 Clement's Lane, London, the current ILInt leasehold premises at 18/20 North Quay on the Isle of Man and the current IAD leasehold premises at 19-25 Camberwell Road, Melbourne, Australia.

30. Related parties

During the year the Company did not render nor receive any services with related parties within the Group, and at the year end the Company had the following intra-Group receivables:

		Amounts owed by/(to) related parties
Company	FY2015	FY2016	FY2017
	£'000	£'000	£'000
Integrated Financial Arrangements Ltd	(62)	8	6
IntegraFin Services Limited	–	(2)	–
IntegraFin Limited	(3)	(6)	(11)
IntegraLife UK Limited	–	(1)	(1)

The Group has not made any allowance for bad or doubtful debts in respect of related party debtors nor has any guarantee been given or received during the historical financial period regarding related party transactions.

All of the above transactions are commercial, arm's length transactions undertaken in the normal course of business.

31. SIP 2005

The Company introduced a SIP trust scheme for its staff in October 2005. The SIP 2005 is an approved scheme under Schedule 2 of ITEPA.

This scheme entitles all the staff who were employed in October 2005 to Class C shares in the Company, subject to their remaining in employment with the Company until certain future dates.

The trustee for this scheme is IntegraFin Limited, a wholly-owned, non-trading subsidiary of IFAL.

The cost to the Company in FY2017 was £nil (FY2016 and FY2015: £nil).

32. Share-based payments

There are no share options outstanding under the SIP 2005. All options have been exercised and there have been no new share options granted.

33. Events after the reporting date

There are no events subsequent to the FY2017 year-end that require disclosure in, or amendment to the historical financial information.

34. Dividends

During FY2017, the Company paid an interim dividend of £13,527,336 (FY2016: £8,978,224, FY2015: £7,840,946) to Shareholders.

PART 8 RISK MANAGEMENT

1. Risk management

1.1 Overview

Risk management assists the Board in understanding its current and future risks, and provides appropriate information to management that is incorporated into its strategic decision-making and business planning processes. Risk management activities encompass all financial, strategic and operational risks that may prevent the Group from fulfilling its business objectives. Given the nature of the activities undertaken by the Group, the key risks that the Group faces are financial risks (comprising market risk, liquidity risk, outflow risk, expense risk, and credit risk) and non-financial risks (comprising regulatory risk, operational risk, competition risk, geopolitical risk, reputational risk and conduct risk).

The Chief Executive Officer, supported by the Chief Financial Officer, is responsible for executing the strategy set by the Board within the risk appetite defined by the Audit and Risk Committee. The ultimate responsibility for setting the Group's risk appetite remains with the Board. The Chief Financial Officer reports directly to the Chief Executive Officer and is additionally accountable to the Board and the Group's regulators for the effective management of risk across the business. The Chief Financial Officer is responsible for overall management of risk controls, including the monitoring of risk exposures, reporting in relation to risk management arrangements and for assessing the adequacy and effectiveness of policies and procedures designed to detect any risk of failure by any of the Regulated Subsidiaries to comply with their obligations under the regulatory system.

By far the largest constituent of the Group is IFAL and the other Regulated Subsidiaries. The IFAL Risk Committee provides risk management support to the Audit and Risk Committee ensuring that IFAL and the other Regulated Subsidiaries operate within the Group's risk appetite, in particular, maintaining appropriate levels of capital. The risk appetites of each of the Regulated Subsidiaries are ultimately the responsibility of the boards of directors of each of those Regulated Subsidiaries. The IFAL Risk Committee monitors the implementation of the Group Risk Management Policy and Framework, encouraging good stewardship of risk.

1.2 Risk appetite

The Group's risk appetite is the degree of risk that the Company and the Regulated Subsidiaries are prepared to accept in pursuit of their strategic and operational objectives. The Group's Risk Management Policy and Framework provides the mechanism to define the Group's risk appetite. The Group has generally adopted an overall conservative approach which is reflected in its risk appetite values and preferences and in the overall approach to risk management. The Group's risk preferences can be articulated as follows:

the Group ensures risks that are taken are aligned with its strategic aims and provide an acceptable level of return;
the Group accepts certain risks and ensures that these are appropriately managed, mitigated and monitored;
the Group has a preference for products with low capital requirements and without financial guarantees. Additionally, the Group has a preference for secondary market risk through charges determined based on customers' portfolio values but no appetite for capital loss on investment. This is central to the Group's proposition and it accepts the potential impact on financial performance;
the Group does not actively seek to take operational risk to generate returns. It accepts a level of operational risk that means the controls in place should prevent material losses, but should not excessively restrict business activities;
the Group has no risk appetite for unfair customer outcomes arising from systematic failures in its cultural outlook or in any element of the customer life cycle; and
the Group has a zero risk appetite for material regulatory breaches.

The actual risk exposures of the Regulated Subsidiaries are regularly assessed by the Group's Risk Management function against risk appetite using a comprehensive set of key risk indicators and reported to the IFAL Risk Committee and the Senior Managers. A risk report is produced quarterly to the IFAL Risk Committee. The Chairman of the IFAL Risk Committee then provides a summary to the members of the Regulated Subsidiaries' boards and the Audit and Risk Committee.

Risk models are also used as part of stress and scenario testing to determine the financial stability of the Regulated Subsidiaries. This involves testing beyond normal operational capacity, often to a breaking point, in order to observe the outcomes and evaluate available management actions. The testing outcomes provide additional information to adjust the Regulated Subsidiaries' and the Group's strategy and business planning. The Regulated Subsidiaries carry out the following different types of testing:

sensitivity testing, where one risk factor is assumed to vary modestly and others are assumed to remain unchanged;
stress testing, where one risk factor is assumed to vary more severely and others are assumed to remain unchanged;
scenario testing, where a combination of risk factors are assumed to vary to generate an extreme but plausible event; and
reverse stress testing, where risk factors are assumed to be stressed to such an extent as to break the business model.

1.3 Risk governance and control

The Risk Management Policy provides general guidelines for the design and implementation of the Risk Management Framework with the Board responsible for establishing the risk strategy and Senior Managers responsible for its implementation. The Risk Management Policy is overseen by the Chief Financial Officer and is reviewed at least on an annual basis. All material changes to this policy are considered by the Audit and Risk Committee and approved by the Board.

The Board is responsible for, and provides oversight of, the Group's Risk Management Framework with guidance provided by the Audit and Risk Committee supported by the IFAL Risk Committee. The Group has established its framework with consideration of the COSO Integrated Framework Principles, providing a consistent, pro-active approach to identification, assessment, mitigation and reporting of risks throughout the Group.

The Group's Risk Management Framework is shown below:

Source: Company information

The Risk Management Framework defines risk governance as the combination of processes and structures implemented by the Board in order to inform, direct, manage and monitor the activities of the Group towards the achievement of its objectives. The Audit and Risk Committee is made up of independent non-executive directors and is responsible for reviewing the manner in which the Group implements, and monitors the adequacy of, the Risk Management Framework. The Audit and Risk Committee, with support from the IFAL Risk Committee, also assists in fostering a culture that encourages good stewardship of risk and emphasises and demonstrates the benefits of a risk-based approach to management of the Group.

The Company and the Regulated Subsidiaries implement a comprehensive "top-down" and "bottom-up" approach to managing risks through regular assessments, monitoring (including horizon scanning) and reporting in conjunction with Senior Managers and risk owners. The Group's Risk Management function reports to the IFAL Risk Committee, on at least a quarterly basis, information and analysis on the key risks that the Group faces (including forwardlooking risks), capital requirements and comparison against risk appetite.

1.3.1 The "three lines of defence" risk governance model

For risk management to be effective, it is important that the roles and responsibilities of all those involved are clearly defined. Accordingly, the Group's Risk Management Framework is designed along the "three lines of defence" model (illustrated below), which aims to ensure at least three stages of oversight to ensure that the Regulated Subsidiaries operate within the risk appetite defined by the Audit and Risk Committee and approved by the boards of directors of each of the Regulated Subsidiaries, with support from the IFAL Risk Committee.

The "Three Lines of Defence" Risk Governance Model of the Regulated Subsidiaries

Source: Company information

First line of defence: The Regulated Subsidiaries' first line of defence is the collection of business departments which have responsibility for managing and controlling their risks in accordance with agreed risk appetites through the implementation of a sound set of processes and controls.

Responsibility for risk management resides at all levels within the Regulated Subsidiaries' business lines, from the Senior Managers to department and team managers. All staff members are accountable for managing risks within the business areas for which they are responsible, ensuring compliance with prescribed company plans, policies and prevailing regulatory and legislative requirements.

The business lines are also responsible for complying with the policies and standards which comprise the Group's Risk Management Framework. Current key risks and issues facing the Regulated Subsidiaries are considered by the Senior Managers, with each key risk owned by specific Senior Manager who is responsible for the strategic management of that risk across the Group.

Second line of defence: The Regulated Subsidiaries' second line of defence comprises of two functions: the Risk Management function and the Compliance function.

The Risk Management function is responsible for co-ordinating all the risk management activities within the business. This includes the development, maintenance and enhancement of the Risk Management Policy and Framework, as well as Risk Management reporting. The Risk Management function provides regular risk reports to the IFAL Risk Committee, which is comprised solely of Non-Executive Directors.

The Compliance function is primarily responsible for supporting the Regulated Subsidiaries to ensure that their activities are conducted in accordance with all applicable regulatory requirements.

Third line of defence: The Regulated Subsidiaries' third line of defence is the Internal Audit department, which provides independent assurance on the adequacy and effectiveness of risk management and major business process control arrangements. The Head of Internal Audit reports directly to the Chairman of the Audit and Risk Committee (who is also the Chairman of the IFAL Audit Committee), which is comprised solely of Non-Executive Directors.

Internal Audit conducts regular audits on the implementation and effectiveness of the Risk Management Policy and Framework across the business. The results of these audits are reported to the IFAL Audit Committee. The Chairman of the Audit Committee then provides a summary to the members of the boards of the Regulated Subsidiaries and the Audit and Risk Committee. The Board is satisfied that Internal Audit provides sufficient assurance about the Risk Management Policy and Framework.

2. Principal risk exposures

The principal risks and uncertainties to which the Group is exposed relate to the upstream of capital, predominantly from its Regulated Subsidiary, IFAL, in order to support its dividend-paying ability to its Shareholders. The key drivers of this upstream of capital are the underlying financial performance and solvency position of IFAL and the other Regulated Subsidiaries. In summary, due to the nature of the business written by IFAL and the other Regulated Subsidiaries, profitability arises primarily from the charges on the assets held in client portfolios less the expenses of administering those portfolios. As a consequence, the predominant risks to which the Group is exposed are market risk, liquidity risk, outflow risk, expense risk and operational risk. The Group seeks to limit its exposure to these and any other applicable financial and non-financial risks. Set out below is a description of the key risks to which the Group is exposed and how it seeks to manage and mitigate them.

2.1 Financial risks

Market risk: Market risk is the risk resulting from the impact that changes in equity and property market values, currency exchange rates, credit spreads, interest rates and inflation, may have on the value of clients' portfolios, resulting in a reduction in future charges or an increase in future expenses. The distribution of capital to IntegraFin is exposed to second order impacts from market movements as future charges are predominantly determined based on clients' portfolio values. The Regulated Subsidiaries do not offer any guarantees on portfolio values and seek to invest their shareholder assets in high quality, highly liquid, short-dated investments.
Liquidity risk: Liquidity risk is the risk of the Group not having available sufficient liquid financial resources to enable it to meet its obligations as they fall due, or only being able to secure such liquid resources at excessive cost. The Group's principal liquidity risk is limited to paying out dividends and operating expenses as they occur. The Group has robust controls in place to seek to mitigate liquidity risk, for example, holding corporate cash across a range of banks, in order to mitigate the risk of a single point of counterparty debt failure.
Outflow risk: Outflow risk is the risk of loss of future profits due to higher than expected outflows (for example, withdrawals or transfers) than expected. Outflows typically occur where clients' circumstances and requirements change but can also be triggered by operational failure, competitor actions or external events, such as regulatory or economic changes. The Group seeks to mitigate outflow risk by focusing on providing the highest level of service that it can. Outflow rates are closely monitored and unexpected experience is investigated.
Expense risk: Expense risk is the risk that administration costs exceed expense allowances, which can occur due to costs increasing faster than expected or from oneoff expense "shocks". As a significant percentage of the Group's expenses are staffrelated, the key inflationary risk arises from salary inflation. The Group seeks to mitigate expense risk through regular stress testing, monitoring of expenditure and closely managing expenses in line with the Group's business plan which is set and approved by the Board on an annual basis.
Credit risk: Credit risk is the risk of loss due to defaults from holdings of cash and cash equivalents, deposits, formal loans and reinsurance treaties with banks and financial institutions. As stated above, the Group seeks to invest its shareholder assets in high quality, highly liquid, short-dated investments. Maximum counterparty limits are set for banks and minimum credit quality steps are also set.

2.2 Non-financial risks

• Regulatory risk: Regulatory risk is the risk of new regulatory requirements having adverse impacts on the Group's business model or the Group failing to comply with existing or new regulations resulting in a fine or regulatory censure. The Group aims to mitigate this type of risk through regular monitoring of regulatory developments and maintaining open and transparent dialogue with the regulators of the Regulated Subsidiaries.

Operational risk: Operational risk is the risk of loss arising from inadequate or failed internal processes, people and systems or from external events. The key operational risks are information security risk, IT infrastructure and business continuity plan failure risk, operational compliance risk, operational process risk, financial process risk, outsourcing risk, CASS risk, conduct risk and cyber risk. The Group aims to minimise operational risk at all times through a strong and well-resourced control and operational structure. This is supported by the strong corporate governance structure that is embedded throughout the Group, as a whole.
Competition risk: Competition risk is the risk of competitor activity resulting in loss of new business, increased outflows of existing business or pressure on profit margins. The Group seeks to mitigate competitor risk by focusing on providing the highest levels of customer service in conjunction with maintaining an efficient expense base.
Geopolitical risk: Geopolitical risk is the risk of changes in the political landscape disrupting the operations of the business or resulting in significant development costs. Geopolitical risk cannot be directly mitigated by the Group. However, through close monitoring of developments through its risk horizon scanning process, potential impacts are taken into consideration as part of the business planning process.
Reputational risk: Reputational risk is the risk that current and potential clients' desire to do business with the Group reduces due to perception of the Transact service and brand in the market place. Transact facilitates the management and execution of retail clients' investment portfolios by their financial advisers and, to a limited extent, by the retail clients themselves. Therefore, the reputation of the "Transact" brand is where the risk lies.

The Transact brand is exposed to a wide range of future events which may have a significant adverse impact on its reputation. These include consequences of operational risk events, for example, errors, fraud or regulatory fines. In these cases, reputational risk would be triggered in the event of the operational risk failure becoming public knowledge. External reputational risk could also arise from public opinion of the wrap sector as a whole diminishing. Reputational risk can be triggered by a one-off event resulting in a significant loss or could be the result of a gradual decline in how the Group is perceived.

The risk that reputational damage control is not properly managed is monitored through the Risk Management Framework and is mitigated, to some extent, by internal operational risk controls, error management and complaints handling processes as well as carrying out root cause analysis.

• Conduct risk: Conduct risk is the risk of acting against clients' best interests with consequential damage to the long term sustainability of the business. The Group has no appetite for unfair client outcomes arising from systematic failures in its cultural outlook or in any element of the client life cycle. This includes meeting the requirements of the FCA principle of Treating Customers Fairly. The Group uses various indicators to monitor performance against this appetite, including in relation to client retention, complaints and errors.

PART 9 DETAILS OF THE OFFER

1. Summary of the Offer

This Part 9 should be read in conjunction with the section of this Prospectus headed "Expected timetable of principal events and Offer statistics".

The "Offer Shares" are Ordinary Shares which are the subject of the Offer, comprising a secondary offer of 90,631,302 Existing Ordinary Shares that are owned by the Selling Shareholders and will be sold in the Offer.

The Offer Shares will represent approximately 27 per cent. of the issued ordinary share capital of the Company immediately following Admission.

The Offer Price per Ordinary Share is 196 pence and the Offer comprises an offer of, in aggregate, 90,631,302 Ordinary Shares to certain institutional and other investors in the UK and elsewhere outside the United States in accordance with Regulation S. No expenses or taxes (including, without limitation, stamp duty and/or SDRT) will be charged by the Company or the Selling Shareholders to any investor who purchases Ordinary Shares pursuant to the Offer. Stamp duty or SDRT liabilities which arise in respect of the transfer of Existing Ordinary Shares to persons acquiring Ordinary Shares pursuant to the Offer will be discharged by the Selling Shareholders at the normal rate that will arise on such sales under the Offer.

The sale of the 90,631,302 Existing Ordinary Shares will raise net proceeds for the Selling Shareholders of approximately £175.0 million (after the deduction of placing commissions and amounts in respect of estimated fees and expenses and taxes (including, without limitation, stamp duty and/or SDRT) for which the Selling Shareholders are liable of approximately £2.7 million, in aggregate).

All Ordinary Shares sold pursuant to the Offer will be sold, payable in full, at the Offer Price at Admission. The Offer Price has been determined by Peel Hunt in consultation with the Company.

The Offer is not being underwritten (save to the extent that, having procured any purchaser for the Offer Shares, such purchaser fails to make payment for the Offer Shares in accordance with the terms of the Offer). The Offer is subject to satisfaction of the conditions set out in the Placing Agreement, including Admission occurring and becoming effective by no later than 8.00 a.m. on 2 March 2018 (or such later time and/or date as the Company and Peel Hunt may agree, being not later than 8.00 a.m. on 16 March 2018) and to the Placing Agreement not having been terminated in accordance with its terms.

If admitted to trading, the Ordinary Shares will be registered with ISIN GB00BD45SH49 and SEDOL code BD45SH4 and will trade under the symbol "IHP". Admission is expected to take place and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange's main market for listed securities on 2 March 2018.

Immediately following Admission:

in excess of 25 per cent. of the Company's issued ordinary share capital will be held in "public hands" (within the meaning of paragraph 6.1.19 of the Listing Rules); and
participants in the Offer will be advised verbally or by electronic mail of their allocation as soon as practicable following allocation. Investors will be contractually committed to acquire the number of Offer Shares allocated to them at the Offer Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate, or otherwise withdraw from, such commitment.

The Ordinary Shares will be freely transferable in accordance with the Articles and will be credited as fully paid and free from all liens, equities, charges, encumbrances and other interests.

The Ordinary Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Ordinary Shares offered pursuant to this Prospectus may not be offered or sold, directly or indirectly, in, into or within the United States or to or for the account or benefit of any persons within the United States except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Certain restrictions that apply to the distribution of this Prospectus and the Ordinary Shares being sold under the Offer in jurisdictions outside the UK are described in paragraph 10 below headed "Selling and transfer restrictions".

The following table sets out the number of Ordinary Shares the Principal Selling Shareholders are selling in the Offer and the interests of the Principal Selling Shareholders following Admission:

	Number of		Number of
	Ordinary Shares		Ordinary		Ordinary
	held		Shares		Shares
Principal	immediately		to be		owned
Selling	prior to		Sold under		following
Shareholders	Admission	%	the Offer	%	Admission	%
Michael Howard	63,727,793		19.23 19,777,793		5.97 43,950,000	13.27
Netherton Investments
Limited	13,984,890	4.22	3,915,769		1.18 10,069,121	3.04
Generali Investments
Europe SGR INA	12,807,030	3.86	7,684,217	2.32	5,122,813	1.54
John Rundle	12,738,175	3.84	3,707,622	1.12	9,030,553	2.73
P.I.G. Holdings Pty Ltd	12,444,882	3.76	3,634,372	1.10	8,810,510	2.66
W.E.P. Davidson	9,229,500	2.79	1,845,900	0.56	7,383,600	2.23
Aaron Resnik	8,964,042	2.71	2,241,010	0.68	6,723,032	2.03
Darren Carter	7,383,307	2.23	2,067,325	0.62	5,315,982	1.60
Marc Petrocochino	5,814,585	1.75	872,187	0.26	4,942,398	1.49
Piers Westerman	5,445,405	1.64	2,722,702	0.82	2,722,703	0.82
VERY S.A.S.	5,099,665	1.54	4,079,732	1.23	1,019,933	0.31
Charles Walker	3,179,050	0.96	509,820	0.15	2,669,230	0.81
Robins Superannuation
Fund Pty Ltd	3,143,304	0.95	1,678,304	0.51	1,465,000	0.44
Patrick Sweeney	3,086,169	0.93	366,250	0.11	2,719,919	0.82
Richard Schomberg	3,070,640	0.93	2,026,622	0.61	1,044,018	0.32
Stephen Bush	2,965,160	0.89	1,037,806	0.31	1,927,354	0.58
Christopher Munro	2,852,648	0.86	1,426,324	0.43	1,426,324	0.43
Kevin Bland	2,389,415	0.72	597,353	0.18	1,792,062	0.54
Stuart Lucas	2,303,566	0.70	252,566	0.08	2,051,000	0.62
Barry Gold	2,188,124	0.66	284,456	0.09	1,903,668	0.57
Greystone Financial
Services Holdings
Limited	2,049,242	0.62	2,049,242	0.62	–	–
Samuel Berwick	2,035,764	0.61	1,221,458	0.37	814,306	0.25
Darren Harrison	2,021,700	0.61	707,595	0.21	1,314,105	0.40
David Brett	1,963,100	0.59	353,358	0.11	1,609,742	0.49
Anita Charles	1,801,950	0.54	224,145	0.07	1,577,805	0.48
Neil Mason	1,640,800	0.50	1,640,800	0.50	–	–
Barry and Patricia Gold	1,568,429	0.47	392,107	0.12	1,176,322	0.36
Trustees of the Westerby
Private Pension Fund	1,234,995	0.37	502,519	0.15	732,476	0.22

90,631,302 Existing Ordinary Shares, in aggregate, are being sold pursuant to the Offer, representing approximately 27 per cent. of the total issued share capital of the Company immediately following Admission.

2. Reasons for the Offer and Admission

The Directors believe that the Offer and Admission will:

enable Selling Shareholders to realise, in whole or in part, their investment in the Company;
create a liquid market in the Ordinary Shares for existing Shareholders; and
provide the Company with access to the capital markets to aid future growth, if required.

3. Use of proceeds

The Company will not receive any of the proceeds from the sale of Ordinary Shares by the Selling Shareholders.

4. Bookbuilding and allocation under the Offer

Peel Hunt has solicited indications of interest from prospective institutional and other investors to purchase Offer Shares in the Offer. On this basis, prospective investors have been asked to specify the number of Offer Shares that they are prepared to purchase at different prices. Multiple applications under the Offer are permitted.

Allocations under the Offer will be finally determined by Peel Hunt (after consultation with the Company) in accordance with an allocation policy to be determined by the Company and Peel Hunt. All Ordinary Shares sold pursuant to the Offer will be sold, payable in full, at the Offer Price. No commissions, fees, expenses or taxes (including, without limitation, stamp duty and/or SDRT) will be charged to investors by the Company and/or the Selling Shareholders under the Offer. Stamp duty or SDRT liabilities which arise in respect of the transfer of Existing Ordinary Shares to persons acquiring Ordinary Shares pursuant to the Offer are generally to be discharged by the Selling Shareholders at the normal rate that will arise on such sales under the Offer, as described in Part 10 of this Prospectus.

Investors will be contractually committed to acquire the number of Offer Shares allocated to them at the Offer Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate, or otherwise withdraw from such commitment.

A number of factors have been considered in determining the Offer Price and the basis of allocation, including prevailing market conditions, the level and nature of demand for the Offer Shares, the prices bid to acquire the Offer Shares, the intentions of the Selling Shareholders and the objective of establishing an orderly and liquid after-market in the Ordinary Shares. The Offer Price and the number of Offer Shares have been established at a level determined in accordance with these arrangements, taking into account indications of interest received from prospective investors.

The rights attaching to the Ordinary Shares (including the Offer Shares) will be uniform in all respects and they will form a single class for all purposes.

5. Dealings and Admission

The Offer is subject to the satisfaction of certain conditions contained in the Placing Agreement, which are typical for an agreement of this nature. Certain conditions are related to events which are outside the control of the Company, the Directors, the Selling Shareholders and Peel Hunt. Further details of the Placing Agreement are described in paragraph 7 below and in paragraph 10 of Part 11 of this Prospectus.

Application has been made to the FCA for the Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on 2 March 2018. Settlement of dealings from that date will be on a two-day rolling basis. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a "when issued" basis, will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. The abovementioned date and time may be changed without further notice.

Each investor in the Offer will be required to undertake to pay the Offer Price for the Offer Shares issued or sold to such investor in such manner as shall be directed by Peel Hunt.

It is intended that allocations of Offer Shares to investors who wish to hold Offer Shares in uncertificated form will take place through CREST on Admission. It is intended that, where applicable, definitive share certificates in respect of the Offer Shares will be posted by first class post as soon as is practicable by 9 March 2018. Dealings in advance of the crediting of the relevant CREST stock account shall be at the risk of the person concerned. No temporary documents of title will be issued. Prior to the despatch of definitive share certificates in respect of any Offer Shares which are not settled in CREST, transfers of those Offer Shares will be certified against the register of members of the Company.

6. CREST

With effect from Admission, the Articles will permit the holding of Shares in the CREST system. CREST is a paperless settlement system allowing securities to be transferred from one person's CREST account to another's without the need to use share certificates or written instruments of transfer. Settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if any Shareholder so wishes.

CREST is a voluntary system and holders of Shares who wish to receive and retain share certificates will be able to do so. Investors applying for Ordinary Shares in the Offer may elect to receive Ordinary Shares in uncertificated form, if that investor is a system member (as defined in the CREST Regulations) with regard to CREST.

7. Placing arrangements

The Company, the Directors, the Selling Shareholders and Peel Hunt have entered into the Placing Agreement pursuant to which Peel Hunt has agreed, subject to certain conditions, to use its reasonable endeavours to procure purchasers for the Offer Shares. In the event that it is unable to procure purchasers for the Offer Shares, Peel Hunt will not be obliged to purchase the Offer Shares itself (save to the extent that, having procured any purchaser for the Offer Shares, such purchaser fails to make payment for the Offer Shares in accordance with the terms of the Offer and Peel Hunt is unable to procure any other purchaser(s) therefor).

The Placing Agreement contains provisions entitling Peel Hunt to terminate the Offer (and the arrangements associated with it) at any time prior to Admission in certain circumstances. If this right is exercised, the Offer (and the arrangements associated with it) will lapse and any monies received in respect of the Ordinary Shares will be returned without interest. This right of termination cannot be exercised after Admission.

The Placing Agreement provides for Peel Hunt to be paid a commission in respect of the Offer Shares sold. Any commission received by Peel Hunt may be retained and any Offer Shares acquired by them may be retained or dealt in, by it, for its own benefit.

Further details of the terms of the Placing Agreement are set out in paragraph 10 of Part 11 of this Prospectus.

8. Lock-up arrangements

Pursuant to the Placing Agreement, the Company has given certain undertakings to Peel Hunt, including an undertaking that it will not, save pursuant to the Share Incentive Schemes or otherwise without the prior written consent of Peel Hunt (such consent not to be unreasonably withheld or delayed), offer, issue, sell, contract to sell, issue options in respect of, or otherwise dispose of, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with substantially the same effect as any of, or agree to do any of, the foregoing during the period of 12 months from the date of Admission.

Pursuant to the lock-up arrangements set out in the Placing Agreement, each of the Principal Selling Shareholders (who will continue to hold Ordinary Shares at Admission) (other than Directors and Senior Managers) has agreed that during the period of 180 days from the date of the Placing Agreement, he or she or it will not (and will procure that his, her or its "connected persons" will not), directly or indirectly, unconditionally or conditionally, transfer, sell, assign, swap, charge, mortgage, pledge, grant options or other rights over, encumber or otherwise dispose of (or agree to do any of the foregoing) in respect of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares, without the prior written consent of Peel Hunt, or otherwise subject to certain customary exceptions.

Pursuant to the lock-up arrangements set out in the Placing Agreement (and a separate lock-up agreement between the Company, the Senior Managers and Peel Hunt, in the case of the Senior Managers), each of the Directors and Senior Managers (who will continue to hold Ordinary Shares at Admission) has agreed that during the period of 12 months from the date of the Placing Agreement, he or she or it will not (and will procure that his, her or its "connected persons" will not), directly or indirectly, unconditionally or conditionally, transfer, sell, assign, swap, charge, mortgage, pledge, grant options or other rights over, encumber or otherwise dispose of (or agree to do any of the foregoing) in respect of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares without the prior written consent of Peel Hunt, or otherwise subject to certain customary exceptions.

9. Withdrawal rights

In the event that the Company is required to publish any supplementary prospectus, investors who have applied for Offer Shares in the Offer shall (to the extent provided in section 87Q of FSMA) have at least two clear working days following the publication of the relevant supplementary prospectus within which to withdraw their application to acquire Offer Shares in the Offer in its entirety. Any right to withdraw an application to acquire Offer Shares in the Offer in these circumstances will be available to all investors in the Offer. If the application is not withdrawn within the stipulated period, any offer to apply for Offer Shares in the Offer will remain valid and binding.

Institutional investors wishing to exercise statutory withdrawal rights after the publication of any supplementary prospectus must do so by lodging a written notice of withdrawal by hand (during normal business hours only) at Peel Hunt LLP, Moor House, 120 London Wall, London EC2Y 5ET so as to be received no later than two working days after the date on which the supplementary prospectus is published. 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.

10. Selling and transfer restrictions

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

No action has been or will be taken in any jurisdiction (other than the UK) that would permit a public offering of the Offer Shares, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Offer Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Offer Shares may be distributed or published, in or from any country or jurisdiction except in circumstances that would result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions in respect of the distribution of this Prospectus and the Offer. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer to subscribe for or purchase any of the Offer Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

No Offer Shares have been marketed to, or are available for purchase, in whole or in part, by, the public in the UK or elsewhere in conjunction with the Offer. This Prospectus does not constitute a public offer or the solicitation of a public offer in the UK to subscribe for or to buy any securities in the Company or any other entity.

10.1 European Economic Area

Other than in the UK, no Ordinary Shares have been offered or sold, or will be offered or sold, in any Relevant Member State, except that the Ordinary Shares may be offered to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a "qualified investor" (as defined in the Prospectus Directive);
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of Peel Hunt for such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company or Peel Hunt of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires Ordinary Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with Peel Hunt and the Company that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression "an offer to the public of any Ordinary Shares" in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

In the case of Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Ordinary Shares acquired by it in the Offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of Peel Hunt has been obtained to each such proposed offer or resale.

The Company, Peel Hunt and their respective affiliates and others will rely upon the truth and accuracy of the representation, warranty and agreement referred to above. Notwithstanding the above, a person who is not a qualified investor and who has notified Peel Hunt of such fact in writing may, with the consent of Peel Hunt and the Company, be permitted to purchase Ordinary Shares in the Offer.

10.2 United States

The Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be, directly or indirectly, offered or sold within the United States, except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The Ordinary Shares are being offered and sold outside the United States in "offshore" transactions exempt from, the registration requirements of the Securities Act in reliance on Regulation S.

Each purchaser of Ordinary Shares offered in reliance on Regulation S will be deemed to have represented, agreed and acknowledged that:

(a) it has received and read a copy of this Prospectus and such other information as it deems necessary to make an investment decision;
(b) it has not distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or offering materials concerning the Offer Shares to any persons within the United States, nor will it do any of the foregoing;
(c) it is not acquiring the Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Offer Shares into the United States;
(d) it is authorised to consummate the purchase or subscription of the Ordinary Shares in compliance with all applicable laws and regulations;
(e) it acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that such customer acknowledges) that the Ordinary Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;
(f) it and the person, if any, for whose account or benefit the purchaser or subscriber is acquiring the Ordinary Shares is purchasing the Ordinary Shares in an offshore transaction, as such term is defined in Rule 902 of the Securities Act meeting the requirements of Regulation S, and the transaction was not pre-arranged with a buyer in the United States;
(g) if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; and
(h) the Company, the Selling Shareholders, Peel Hunt and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements set out above and agrees that, if any of such acknowledgements, representations or agreements deemed to have been made by virtue of its purchase of Ordinary Shares are no longer accurate, it will promptly notify the Company and Peel Hunt, and if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgements, representations and agreements set out above on behalf of each such account.

10.3 Australia

This Prospectus does not constitute a disclosure document under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia, as amended (the "Corporations Act"), and will not be lodged with the Australian Securities and Investments Commission. The Ordinary Shares will not be offered to persons who receive offers in Australia other than with the prior approval of Peel Hunt and on a basis that such offers of Ordinary Shares for sale do not need disclosure to investors under Part 6D.2 of the Corporations Act. Any offer of Ordinary Shares received in Australia is void to the extent that it needs disclosure to investors under the Corporations Act. In particular, offers for sale of Ordinary Shares will only be made in Australia in reliance on various exemptions from such disclosure to investors provided by Section 708 of the Corporations Act. Subject to applicable exceptions, the on-sale of Ordinary Shares in Australia may be restricted for a period of 12 months following the date of sale. Any person acquiring Ordinary Shares must comply with any applicable on-sale restrictions or satisfy themselves that an exception applies.

10.4 Japan

The Ordinary Shares have not been, and will not be, registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the "FIEL"). This Prospectus is not an offer of securities for sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or entity organised under the laws of Japan) or to others for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan. No such offer of securities for sale will be made except with the prior approval of Peel Hunt and unless made pursuant to an exemption from the registration requirements under the FIEL and otherwise in compliance with the FIEL and other relevant laws and otherwise in compliance with such law and any other applicable laws, regulations or ministerial guidelines of Japan.

10.5 Canada

The information contained in this Prospectus is not, and under no circumstances is to be construed as a prospectus, an advertisement, a public offering or an offer to sell Ordinary Shares in Canada or any province or territory thereof. The Ordinary Shares may not be offered or sold, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which the offer or sale is made and only by a dealer duly registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in relevant province or territory of Canada in which such offer or sale is made. The information contained herein is not tailored to the needs of the recipient and under no circumstances is such information to be construed as investment advice in any province or territory of Canada.

The Ordinary Shares will not be offered, sold or distributed, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable securities laws.

Neither this Prospectus, nor any other offering material in connection with the offer of the Ordinary Shares pursuant to the Offer, will be distributed or delivered in Canada other than in compliance with applicable securities laws. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Prospectus, the information contained herein, or the merits of the Ordinary Shares and any representation to the contrary is an offence.

10.6 Other jurisdictions

The Ordinary Shares have not been and will not be registered under the applicable securities laws of the Republic of South Africa or New Zealand. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the Republic of South Africa or New Zealand or to or for the account or benefit of any resident of the Republic of South Africa or New Zealand.

Investors in jurisdictions other than the United States, Australia, Canada, the European Economic Area, Japan, the Republic of South Africa and New Zealand 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 purchase Offer Shares under the Offer.

10.7 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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that such Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of 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 Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares 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 evaluating 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt 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 Offer Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and determining appropriate distribution channels.

10.8 Responsibility for violation of the foregoing restrictions

None of the Company, the Selling Shareholders, Peel Hunt or Evercore, or any of its or their affiliates or representatives, accepts any legal responsibility for any violation by any person, whether or not a prospective investor in the Offer Shares, of any of the foregoing restrictions.

11. Terms and conditions of the Offer

These terms and conditions apply to investors agreeing to purchase Offer Shares under the Offer (an "Offeree"). Each Offeree agrees with each of the Company, the Selling Shareholders, Peel Hunt and Evercore to be bound by these terms and conditions as being the terms and conditions upon which Offer Shares will be sold under the Offer. An Offeree shall, without limitation, become so bound if Peel Hunt confirms to the Offeree (i) the Offer Price and (ii) its allocation of Offer Shares and Peel Hunt so notifies the Registrar on behalf of the Company and the Selling Shareholders.

The Company and/or Peel Hunt may require any Offeree to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Offeree to execute a separate offer letter (an "Offer Letter"). The provisions of these terms and conditions may be waived or modified as regards specific Offerees or on a general basis by Peel Hunt and/or the Company.

11.1 Agreement to acquire Offer Shares

Conditional on: (i) Admission occurring and becoming effective by no later than 8.00 a.m. on 2 March 2018 (or such other time as Peel Hunt may notify to the Company but, in any event, no later than 8.00 a.m. on 16 March 2018); (ii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated in accordance with its terms; and (iii) Peel Hunt confirming to the Offerees their allocation of Offer Shares, each Offeree agrees to become a member of the Company and agrees to purchase at the Offer Price those Offer Shares from the Selling Shareholders allocated to it by Peel Hunt. Each Offeree acknowledges that its agreement so to subscribe for the number of Offer Shares allocated to it is not by way of acceptance of a public offer made or to be made by the Company, Peel Hunt and/or the Selling Shareholders but is by way of a collateral contract and, accordingly, that section 87Q of FSMA does not entitle it to withdraw its acceptance in the event that the Company publishes a supplementary prospectus in connection with Admission. To the fullest extent permitted by law, each Offeree acknowledges and agrees that it will not be entitled to exercise any rights to rescind or terminate or, subject to any statutory withdrawal rights, otherwise withdraw from, such commitment. This does not affect any other rights the Offeree may have.

11.2 Payment for Offer Shares

Each Offeree undertakes to pay the Offer Price for the Offer Shares acquired by such Offeree in such manner as shall be directed by Peel Hunt.

Each Offeree is deemed to agree that, if it fails to pay the Offer Price for the Offer Shares sold to such Offeree, Peel Hunt or any nominee of Peel Hunt may sell any or all of the Offer Shares allocated to that Offeree and which have not been paid for on such Offeree's behalf and retain from the proceeds, for Peel Hunt's account and benefit (as agent for the Selling Shareholders), an amount equal to the aggregate amount owed by the Offeree plus any interest due. The relevant Offeree will, however, remain liable and shall indemnify Peel Hunt, any relevant nominee of Peel Hunt and the Selling Shareholders on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or SDRT or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Offer Shares on such Offeree's behalf. By agreeing to acquire Offer Shares, each Offeree confers on Peel Hunt and any nominee of Peel Hunt all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Peel Hunt or its nominee lawfully takes in pursuance of such sale.

Liability for stamp duty and SDRT in connection with the Offer is described in Part 10 of this Prospectus.

11.3 Representations and warranties

By agreeing to purchase Offer Shares under the Offer, each Offeree which enters into a commitment to purchase Offer Shares (for itself and any person(s) procured by it to purchase Offer Shares and any nominee(s) for any such person(s)) will be deemed to represent, warrant and acknowledge to each of the Company, the Selling Shareholders, the Registrar, Peel Hunt and Evercore that:

(a) it has the funds available to pay the Offer Price in respect of the Offer Shares for which it has given a commitment under the Offer;
(b) the contents of this Prospectus and any supplementary prospectus published by the Company subsequent to the date of this Prospectus are exclusively the responsibility of the Company and its Directors and apart from the responsibilities and liabilities, if any, which may be imposed on the Selling Shareholders or Peel Hunt 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, none of Peel Hunt, the Selling Shareholders nor any person acting on their behalf nor any of their affiliates accept any responsibility whatsoever for and makes no representation or warranty, express or implied, as to the contents of this Prospectus or any supplementary prospectus published by the Company subsequent to the date of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Group, the Offer Shares or the Offer and nothing in this Prospectus and any supplementary prospectus published by the Company subsequent to the date of this Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Peel Hunt and the Selling Shareholders accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any supplementary prospectus published by the Company subsequent to the date of this Prospectus or any such statement;
(c) in agreeing to purchase Offer Shares under the Offer, the Offeree is relying on this Prospectus and any supplementary prospectus that may be issued by the Company, and not on any other information or representation concerning the Group, the Selling Shareholders, the Offer Shares or the Offer. Such Offeree agrees that none of the Company, the Selling Shareholders, Peel Hunt, the Registrar, Evercore nor any of their respective officers, partners, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation. This paragraph 11.3(c) of this Part 9 will not exclude any liability for fraudulent misrepresentation;
(d) Neither Peel Hunt or Evercore nor any person acting on their behalf or any of their respective affiliates are making any recommendations to Offerees or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Offer, and each Offeree acknowledges that participation in the Offer is on the basis that it is not and will not be a client of Peel Hunt or Evercore or any person acting on their behalf or any of their respective affiliates and that Peel Hunt and Evercore are acting for the Company and no one else, and each of Peel Hunt and Evercore and any person acting on their behalf or any of their respective affiliates will not be responsible to anyone else for the protections afforded to their respective clients, and will not be responsible to anyone other than the Company for providing advice in relation to the Offer, the contents of this Prospectus or any transactions, arrangements or other matters referred to herein, and Peel Hunt will not be responsible to anyone other than the relevant parties to the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the rights and obligations of Peel Hunt

thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

(e) it accepts that if the Offer does not proceed or the conditions to Peel Hunt's obligations in respect of such Offer under the Placing Agreement are not satisfied or the Placing Agreement is terminated prior to the admission of the Offer Shares for which valid applications are received and accepted to listing on the Official List and to trading on the London Stock Exchange's main market for listed securities for any reason whatsoever or such Offer Shares are not admitted to the Official List and/or to trading on the London Stock Exchange's main market for listed securities for any reason whatsoever, then neither Peel Hunt or the Company or the Selling Shareholders or any of their respective affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
(f) if the laws of any place outside the UK are applicable to the Offeree's agreement to purchase Offer Shares, such Offeree has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its offer commitment in any territory and that it has not taken any action or omitted to take any action which will result in any of the Company, the Selling Shareholders, Peel Hunt or Evercore acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Offer as a result of such Offeree's agreement to purchase Offer Shares or any actions arising from such Offeree's rights and obligations under the Offeree's agreement and under the Articles to purchase Offer Shares (and, in making this representation and warranty, the Offeree confirms that it is aware of the selling and transfer restrictions set out in paragraph 10 of this Part 9);
(g) it acknowledges that no person is authorised in connection with the Offer to give any information or make any representation other than as contained in this Prospectus and any supplementary prospectus published by the Company subsequent to the date of this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by Peel Hunt, the Company, Evercore or the Selling Shareholders;
(h) the Offeree understands that no action has been or will be taken in any jurisdiction other than the UK by the Company or any other person that would permit a public offering of the Offer Shares, or possession or distribution of this Prospectus, in any country or jurisdiction where action for that purpose is required;
(i) it does not have a registered address in and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Offer Shares and it is not acting on a non-discretionary basis for any such person;
(j) the Offeree is located in the UK and is: (i) a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) a high net worth body corporate, unincorporated association or partnership or trustee of a high value trust as described in Article 49(2) of the Order, or is otherwise a person to whom an invitation or inducement to engage in investment activity may be communicated without contravening section 21 of FSMA;
(k) it has not and will not offer or sell any Offer Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 102B of FSMA;
(l) it is an "eligible counterparty" or a "professional investor" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is subscribing for or purchasing the Offer Shares for investment only and not for resale or distribution;
(m) the Offeree is not a national, resident or citizen of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa (the "Restricted Jurisdictions") or a corporation, partnership or other entity organised under the laws of any of the Restricted Jurisdictions, that the Offeree will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Ordinary Shares in the Restricted Jurisdictions or to any national, resident or citizen of the Restricted Jurisdictions and the Offeree acknowledges that the Ordinary Shares have not been and will not be registered under the applicable securities laws of any of the Restricted Jurisdictions and that the same are not being offered for subscription or sale, and may not, directly or indirectly, be offered, sold, transferred or delivered, in the Restricted Jurisdictions;
(n) unless otherwise agreed in writing with the Company and Peel Hunt, if it is a resident in the EEA (other than the United Kingdom), it is a "qualified investor" within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive;
(o) the Offeree is participating in the Offer in compliance with the selling and transfer restrictions set out in paragraph 10 of this Part 9, including the representations and acknowledgements contained therein. The Offeree acknowledges that the Ordinary Shares have not been, and will not be, registered under the Securities Act, or qualified for sale under the laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold or transferred in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offeree represents and warrants that it is, and at the time the Ordinary Shares are acquired will be, outside the United States and acquiring the Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;
(p) if it is receiving the Offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Offer Shares may be lawfully offered under that other jurisdiction's laws and regulations;
(q) if it is outside the United Kingdom, neither this Prospectus nor any other offering, marketing or other material in connection with the Offer constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to purchase Offer Shares pursuant to the Offer unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Offer Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
(r) the Offeree is liable for any capital duty, stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Offer Shares or the agreement by it to acquire any Offer Shares;
(s) in the case of a person who confirms to Peel Hunt, on behalf of an Offeree, an agreement to purchase Offer Shares and who authorises Peel Hunt to notify the Offeree's name to the Registrar, that person represents and warrants that he, she or it has authority to do so on behalf of the Offeree;
(t) the Offeree has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the UK Money Laundering Regulations 2007 (the "Money Laundering Regulations") and,

if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Money Laundering Regulations;

(u) it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) ("Money Laundering Directive"); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;
(v) due to anti-money laundering and the countering of terrorist financing requirements, Peel Hunt, the Company, the Registrar and/or the Selling Shareholders may require proof of identity of the Offeree and related parties and verification of the source of the payment before the offer commitment can be processed and that, in the event of delay or failure by the Offeree to produce any information required for verification purposes, Peel Hunt, the Company and/or the Selling Shareholders may refuse to accept the offer commitment and the subscription moneys relating thereto. It holds harmless and will indemnify Peel Hunt, the Company and/or the Selling Shareholders against any liability, loss or cost ensuing due to the failure to process the offer commitment, if such information as has been required has not been provided by it or has not been provided timeously;
(w) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986 and no instrument under which it subscribes for Offer Shares (whether as principal, agent or nominee) would be subject to stamp duty or SDRT at the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Offer Shares, are not participating in the Offer as nominee or agent for any person or persons to whom the allocation, transfer or delivery of Offer Shares would give rise to such a liability;
(x) it, or the person specified by it for registration as a holder of the Offer Shares, will be liable for any stamp duty or SDRT liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services), registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Offer Shares and acknowledge and agree that, save for the Selling Shareholders who have agreed to pay any stamp duty or SDRT under section 87 of the Finance Act 1986, none of Peel Hunt, the Selling Shareholders, Evercore nor the Company nor any of their respective affiliates nor any person acting on behalf of them will be responsible for any other liability to stamp duty or SDRT resulting from a failure to observe this requirement;
(y) as far as it is aware it is not acting in concert (within the meaning given in the City Code) with any other person in relation to the Company and, unless otherwise notified in writing to Peel Hunt and the Company, it is not a related party of the Company for the purposes of the Listing Rules;
(z) it is acting as principal only in respect of the Offer, or, if it is acting for any other person (i) it is and will remain liable to the Company, Peel Hunt and/or the Selling Shareholders for the performance of all its obligations as an Offeree in respect of the Offer (regardless of the fact that it is acting for another person) (ii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e) of the Prospectus Directive acting as agent for such person and (iii) such person is either (1) a FSMA "qualified investor" or (2) its "client" (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Offer or any other offers of transferable securities on his behalf without reference to him;
(aa) if the Offeree is acquiring Offer Shares as a fiduciary or agent for one or more Offeree accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to purchase the Offer Shares on behalf of each such account, make the acknowledgements, representations and agreements in this paragraph 11 on behalf of each such account and to receive on behalf of each such account any documentation relating to the Offer in the form provided by the Company and/or Peel Hunt;
(bb) it confirms that any of its clients, whether or not identified to Peel Hunt or any of its affiliates or agents, will remain its sole responsibility and will not become clients of Peel Hunt for any purpose;
(cc) where it or any person acting on its behalf is dealing with Peel Hunt, any money held in an account with Peel Hunt on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Peel Hunt to segregate such money as that money will be held by Peel Hunt under a banking relationship and not as trustee;
(dd) it irrevocably appoints any Director and any member of Peel Hunt (or its nominee) to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its purchase for all or any of the Offer Shares for which it has given a commitment under the Offer, in the event of its own failure to do so;
(ee) it accepts that the allocation of Offer Shares shall be determined by Peel Hunt following consultation with the Company and that Peel Hunt may scale down any offer commitments on such basis as it may determine;
(ff) time shall be of the essence as regards its obligations to settle payment for the Offer Shares and to comply with its other obligations under the Offer;
(gg) in the case of a person who confirms to Peel Hunt, on behalf of an Offeree which is an entity other than a natural person, an agreement to subscribe for or to purchase Ordinary Shares and who authorises the notification of such Offeree's name to the Registrar, that person warrants that he, she or it has authority to do so on behalf of the Offeree; and the Company, the Selling Shareholders, Peel Hunt and Evercore and their affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings and it agrees that if any of the representations, undertakings or warranties made or deemed to have been made by its application for Offer Shares are no longer accurate, it shall promptly notify Peel Hunt and the Company.

11.4 Indemnity

Each Offeree irrevocably agrees, on its own behalf and on behalf of any person on whose behalf it is acting, to indemnify and hold the Company, Peel Hunt, Evercore and the Selling Shareholders and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach by it any person on whose behalf it is acting of the representations, warranties, undertakings, agreements and acknowledgements in these terms and conditions.

11.5 Supply and disclosure of information

If the Company, the Selling Shareholders, the Registrar or Peel Hunt or any of their agents request any information about an Offeree's agreement to purchase Ordinary Shares, such Offeree must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

11.6 Miscellaneous

(a) The rights and remedies of the Company, the Selling Shareholders, Peel Hunt and Evercore under these terms and conditions are in addition to any rights and remedies which would otherwise be available to them, and the exercise, or partial exercise, of one will not prevent the exercise of others.

(b) On application, each Offeree may be asked to disclose, in writing or orally, to Peel Hunt:
(i) if he or she is an individual, his or her nationality; or
(ii) if he, she or it is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
(c) All documents will be sent at the Offeree's risk. They may be sent by post to such Offeree at an address notified to Peel Hunt.
(d) Each Offeree agrees to be bound by the Articles (as amended from time to time) once the Ordinary Shares which such Offeree has agreed to purchase have been transferred to such Offeree.
(e) The contract to purchase Offer Shares and the appointments and authorities referred to herein will be governed by, and construed in accordance with, English law. For the exclusive benefit of the Company, the Selling Shareholders, Peel Hunt and Evercore, each Offeree irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Offeree in any other jurisdiction.
(f) In the case of a joint agreement to purchase Offer Shares, references to an Offeree in these terms and conditions are to each of such Offerees and any Offerees' liability is joint and several.
(g) Peel Hunt may, and its affiliates acting as an investor for its or their own account(s) may, purchase Offer Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Offer Shares, any other securities of the Company or other related investments in connection with the Offer or otherwise. Accordingly, references in these terms and conditions to the Offer Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Peel Hunt and/or any of its affiliates acting as an investor for its or their own account(s). Neither Peel Hunt nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
(h) The Selling Shareholders have agreed to pay any stamp duty chargeable on a transfer on sale of Offer Shares and/or SDRT chargeable on an agreement to transfer Offer Shares arising in the United Kingdom (currently at a rate of 0.5 per cent.) on the initial sale of Offer Shares under the Offer. Each Offeree which acquires Offer Shares will be deemed to undertake: (i) that it shall not submit any reclaim to HMRC in respect of any stamp duty or SDRT so paid or accounted for by the Selling Shareholders in respect of the Offer or the Offer Shares and (ii) that it agrees that it is liable for any capital duty, stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by such investor or any other person on the acquisition by such Offeree of any Offer Shares or the agreement by such Offeree to acquire any Offer Shares.
(i) The Ordinary Shares have not been and will not be registered under Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the "FIEA") by virtue of the fact that they are offered in accordance with Article 2, Paragraph 4, Item 2C of the FIEA.

The Company, the Selling Shareholders, Peel Hunt and Evercore expressly reserve the right to modify the Offer (including, without limitation, its timetable and settlement) at any time before the Offer Price and allocations are determined.

PART 10 TAXATION

The following is a summary of certain UK tax considerations relating to an investment in the Ordinary Shares. It assumes that the Company is and remains resident for applicable tax purposes solely in the UK.

The comments set out below are based on current English law and published HMRC practice (which is not generally binding on HMRC), as at the date of this Prospectus, and which may be subject to change, possibly with retrospective effect. They are intended as a general guide and, unless expressed otherwise, apply only to Shareholders resident and, in the case of an individual, domiciled for tax purposes in (and only in) the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Ordinary Shares as an investment (and the ordinary Shares are not held through an Individual Savings Account, Self-Invested Personal Pension or any other investment vehicle) and who are the absolute beneficial owners of their Ordinary Shares. The discussion does not address all possible tax consequences relating to an investment in the Ordinary Shares. Certain categories of Shareholders, including personal representatives, trustees, those carrying on certain financial activities, those subject to specific tax regimes or benefitting from certain reliefs or exemptions, those connected with the Company and those for whom the Ordinary Shares are employment-related securities, may be subject to special rules and this summary does not apply to such Shareholders.

Shareholders or prospective Shareholders who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers immediately.

1. Taxation of Dividends

The Company will not be required to withhold amounts on account of UK tax at source when paying a dividend.

1.1 UK resident individual Shareholders

For individual Shareholders, a nil rate of tax is applied to the first £5,000 of dividend income in any tax year (the "nil rate band"). The 2017 Spring Budget announced a proposal to reduce the nil rate band to £2,000 from 6 April 2018 but this proposal is yet to be enacted. For these purposes, "dividend income" includes UK and non-UK source dividends and certain other distributions in respect of shares.

Therefore an individual Shareholder who is resident for tax purposes in the UK and who receives a dividend from the Company will not be liable to UK tax on the dividend to the extent that (taking account of any other dividend income received by the Shareholder in the same tax year) that dividend falls within the nil rate band.

To the extent that (taking account of any other dividend income received by the Shareholder in the same tax year) the dividend exceeds the nil rate band, it will be subject to income tax at 7.5 per cent. to the extent that it falls below the threshold for higher rate income tax (£45,000 for the 2017/18 tax year). To the extent that (taking account of other dividend income received in the same tax year) it falls above the threshold for higher rate income tax then the dividend will be taxed at 32.5 per cent. to the extent that it is within the higher rate band (income between £45,000 and £150,000 for the 2017/18 tax year), or 38.1 per cent. to the extent that it is within the additional rate band (income in excess of £150,000 for the 2017/18 tax year) (each such rate as applicable in 2017/2018).

For the purposes of determining which of the taxable bands dividend income falls into, dividend income is treated as the highest part of a Shareholder's income, i.e. the taxable bands are applied to all other sources of income first. In addition, dividends within the nil rate band which (in the absence of the nil rate band) would otherwise have fallen within the basic or higher rate bands will use up an equivalent amount of the relevant band(s) and so will be taken into account in determining whether the threshold for higher rate or additional rate income tax is exceeded.

1.2 UK resident corporate Shareholders

Corporate Shareholders that are within the charge to corporation tax will be subject to corporation tax on dividends paid by the Company unless (subject to special rules for such Shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. Each Shareholder's position will depend on its own individual circumstances, although it would normally be expected that the dividends paid by the Company would fall within an exempt class (for example, dividends paid in respect of ordinary, non-redeemable shares). However, it should be noted that the exemptions are not comprehensive and are also subject to anti-avoidance rules. Corporate Shareholders are not entitled to tax credits attaching to dividends.

1.3 Shareholders not resident in the UK

No tax credit will attach to any dividend paid by the Company. A Shareholder resident outside the UK may also be subject to foreign taxation on dividend income under local law. Shareholders who are not resident for tax purposes in the UK who hold their shares as an investment and not in connection with any trade carried on by them should not generally be subject to UK tax in respect of dividends. Such Shareholders should obtain their own tax advice concerning tax liabilities on dividends received from the Company.

2. Taxation of capital gains

2.1 UK resident individual Shareholders

For a UK resident individual Shareholder, capital gains tax will be chargeable on gains on the disposal (including a deemed disposal) of Ordinary Shares. Subject to available reliefs or allowances, gains arising on a disposal of Ordinary Shares by an individual UK resident Shareholder will be taxed at the rate of 10 per cent. except to the extent that the gain, when it is added to the Shareholder's other taxable income and gains in the relevant tax year, exceeds the upper limit of the income tax basic rate band (£33,500 for the 2017/18 tax year), in which case it will be taxed at the rate of 20 per cent.

The capital gains tax annual exemption (£11,300 for the 2017/18 tax year) may be available to individual Shareholders (to the extent it has not already been utilised) to offset against chargeable gains realised on a disposal of their Ordinary Shares.

2.2 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 or allowable loss for the purposes of UK corporation tax.

Corporation tax is charged on chargeable gains at the corporation tax rate applicable to that corporate Shareholder, subject to any available exemption or relief.

2.3 Shareholders not resident in the UK

An individual Shareholder who is only temporarily resident outside the UK may, under antiavoidance legislation, still be liable to UK tax on any capital gain realised (subject to available allowances, exemptions or reliefs).

Shareholders who are not resident in the UK and, in the case of an individual Shareholder, not temporarily non-resident, will not be liable for UK tax on capital gains realised on a sale or other disposal of their Ordinary Shares unless such Ordinary Shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case of a corporate Shareholder, through a permanent establishment.

Shareholders who are not resident in the UK may be subject to foreign taxation on any gain under applicable local law.

3. UK Inheritance Tax

Ordinary Shares will be assets situated in the UK for the purposes of UK inheritance tax. A gift of such assets by, or the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to UK inheritance tax, even if the holder is neither domiciled in the UK nor deemed to be domiciled there under certain rules relating to long residence or previous domicile. Generally, UK inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to the death of the donor. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of settlements who hold Ordinary Shares bringing them within the charge to inheritance tax. Shareholders should consult an appropriate professional adviser if they make a gift of any kind or intend to hold any Ordinary Shares through a trust or similar indirect arrangements. They should also seek professional advice in a situation where there is potential for a double charge to UK inheritance tax and an equivalent tax in another country or if they are in any doubt about their UK inheritance tax position.

4. SDRT

The statements in this section are intended as a general guide to the current UK stamp duty and SDRT position. Shareholders should note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986. The statements in this section apply whether or not a Shareholder is resident in the UK.

4.1 The Offer

The transfer of, or agreement to transfer, Existing Ordinary Shares sold by the Selling Shareholders will generally give rise to a liability to stamp duty and/or SDRT at a rate of 0.5 per cent. of the Offer Price (in the case of stamp duty, rounded up to the nearest multiple of £5). An exemption from stamp duty is available on an instrument transferring Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is certificated on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000.

If, in connection with the Offer, Ordinary Shares are transferred into a clearance service or a depositary receipt system, a liability to stamp duty or SDRT may be payable at the rate of 1.5 per cent. of the Offer Price (as discussed further in paragraph 4.4 below).

As provided for in, and subject to the terms of, the Placing Agreement, further details of which are set out in paragraph 10 of Part 11 of this Prospectus, stamp duty or SDRT liabilities which arise in respect of the transfer of Existing Ordinary Shares to persons acquiring Ordinary Shares pursuant to the Offer are generally to be discharged by the Selling Shareholders at the normal rate that will arise on such sales under the Offer.

4.2 Subsequent transfers

An agreement to transfer Ordinary Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. SDRT is, in general, payable by the purchaser.

Instruments transferring Ordinary Shares will generally be subject to stamp duty at the rate of 0.5 per cent. of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty. As noted above, an exemption from stamp duty is available on an instrument transferring the Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is certified on the instrument that the transaction effected does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.

If a duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional), any SDRT paid is generally repayable (normally with interest) provided that a claim for repayment is made and otherwise the SDRT charge is cancelled.

4.3 CREST

Paperless transfers of Ordinary Shares within the CREST system are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of Ordinary Shares into CREST will not generally be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration. The SDRT charge is generally borne by the purchaser.

4.4 Depositary receipt systems and clearance services

Following litigation, HMRC has confirmed that 1.5 per cent. SDRT is no longer payable when new shares are issued to a clearance service or depositary receipt system. HMRC's view is that the 1.5 per cent. stamp duty or SDRT charge will continue to apply to transfers of shares into a clearance service or depositary receipt arrangement unless they are an integral part of an issue of share capital.

Consequently, where Ordinary Shares are transferred (a) to, or to a nominee or an agent for, a person whose business is or includes the provision of clearance services within section 67 or Section 93 of the Finance Act 1986 or (b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositary receipts within Section 70 or Section 96 of the Finance Act 1986, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration given or, in certain circumstances, the value of the Ordinary Shares. Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service, which does arise, will strictly be accountable by the clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt system.

There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer will arise on any transfer on sale of Ordinary Shares into such an account and on subsequent agreements to transfer such Ordinary Shares within such account.

Specific professional advice should be sought before payment of a 1.5 per cent. stamp duty or SDRT charge.

Any person who is in any doubt as to his or her taxation position or who is liable to taxation in any jurisdiction other than the UK should consult his or her professional advisers.

PART 11 ADDITIONAL INFORMATION

1. Responsibility Statement

The Company and the Directors accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. All the Directors accept individual and collective responsibility for compliance with the Prospectus Rules.

2. History and development

(a) The Company was incorporated and registered in England and Wales on 24 January 2014 under the name of IntegraFin Holdings Limited with registered number 8860879 as a private company with limited liability under the 2006 Act.
(b) On 23 February 2018, the Company was re-registered as a public company limited by shares and changed its name to "IntegraFin Holdings plc".
(c) The Company's registered office and its principal place of business is at 29 Clement's Lane, London, UK EC4N 7AE. It is domiciled in the UK.
(d) The principal laws and legislation under which the Company operates and the Ordinary Shares have been created are the 2006 Act and regulations made under that Act. The Company operates in conformity with its constitutional documents.
(e) The Ordinary Shares will be duly authorised according to the requirements of the Articles and any consents needed to proceed with Admission have been obtained or have been applied for.
(f) The Company is the ultimate holding company of the Group and has the following significant subsidiaries and undertakings, being those considered by the Company to be likely to have a significant effect on the assessment of the assets and liabilities, financial position and/or profits and losses of the Group:

			Issued
Name	Principal activity	Jurisdiction of incorporation	share capital (fully paid)
Integrated Financial Arrangements Limited	Financial intermediation, custody, execution	England and Wales	£56,863.90
IntegraFin Services Limited	Group support services	England and Wales	£1.00
Transact IP Limited	Software development, support and maintenance	England and Wales	£1.00
Integrated Application Development Pty Limited	Software maintenance	Australia	AU\$10.00
IntegraLife UK Limited	Provision of onshore life assurance bond	England and Wales	£1,000,001.00
IntegraLife International Limited	Provision of offshore life assurance bond	Isle of Man	£500,000
Transact Nominees Limited	Nominee company	England and Wales	£1.00
ObjectMastery (UK) Limited	Information technology consultancy services	England and Wales	£1.00
Transact Trustees Limited	Trustee services to other Group companies	England and Wales	£1.00

(g) The Company owns, directly or indirectly, 100 per cent. of the issued shares of the above companies and is able to exercise 100 per cent. of the voting rights.
(h) The registered office of each of the above companies is at 29 Clement's Lane, London, UK EC4N 7AE (except for IAD, whose registered office is at 19 to 25 Camberwell Road, Hawthorne, East Victoria, 3123, Australia, and ILInt, whose registered office is at 18/20 North Quay, Douglas, Isle of Man IM1 4LE).

3. Share capital

(a) As at 30 September 2017, being the most recent balance sheet date for which financial information is contained in Part 7 of this Prospectus, the issued and fully paid share capital of the Company was:

	Issued
	£	Number
A Ordinary Shares of £0.05	£20,893.40	417,868
B Ordinary Shares of £0.05	£17,850.00	357,000
C Ordinary Shares of £0.05	£16,620.50	332,410
D Ordinary Shares of £0.05	£1,500	30,000

(b) The Company did not have any limit on its authorised share capital as the concept of authorised share capital does not exist under the 2006 Act.
(c) Save as disclosed in this paragraph 3 of this Part 11 of this Prospectus:
(i) the Company does not hold and treasury shares and no shares are held by, or on behalf of, any member of the Group;
(ii) no shares have been, and no Ordinary Shares will be, issued otherwise than as fully paid and there are no shares not representing capital;
(iii) no share or loan capital of the Company has, since 30 September 2017 to the date of this Prospectus, been issued or agreed to be issued, fully or partly paid, either for cash or for a consideration other than cash, to any person;
(iv) no commissions, discounts, brokerages or other special terms have been granted by the Company in connection with the issue or sale of any share or loan capital of any such company; and
(v) Save as disclosed in paragraph 3(e) below and save for the grant of options under the Share Incentive Schemes, no capital of the Company is proposed to be issued or is under option or is agreed conditionally or unconditionally to be put under option.
(d) As at the date of this Prospectus, the Company has five different classes of share capital in issue comprising A Ordinary Shares of £0.01 each ("A Ordinary Shares"), B Ordinary Shares of £0.01 each ("B Ordinary Shares"), C Ordinary Shares of £0.01 each ("C Ordinary Shares"), D Ordinary Shares of £0.01 each ("D Ordinary Shares") and deferred shares of £0.01 each ("Deferred Shares"). The A Ordinary Shares, B Ordinary Shares and C Ordinary Shares all have the same economic rights pursuant to articles of association (the "Interim Articles") adopted at a general meeting of the holders of the Company on 22 February 2018 (the "General Meeting"). The D Ordinary Shares have a different dividend entitlement and right to participate in the assets of the Company on a winding-up or other distribution of capital pursuant to the Interim Articles. Only the A Ordinary Shares and B Ordinary Shares carry voting rights. The Deferred Shares have very limited economic rights and no voting rights and can be surrendered to the Company for nil consideration at its election (see paragraph 4(i) of this Part 11 below for further information in relation to the rights attaching to the Deferred Shares). It is intended that the Deferred Shares will be surrendered at, or shortly after, Admission and cancelled. In order to achieve an appropriate number of Ordinary Shares in issue at Admission and an appropriate Offer Price, resolutions were passed at the General Meeting pursuant to which, inter alia, it was resolved that (i) the Company's share premium account be capitalised in paying up a bonus issue of additional A Ordinary Shares, B Ordinary

Shares, C Ordinary Shares and D Ordinary Shares on the basis described in paragraph 3(g)(iv) below (reflecting the different economic rights attaching to each of those classes of share) conditional upon, and taking effect immediately prior to, Admission and (ii) all of the resulting A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares be redesignated into a single class of Ordinary Share, again, conditional upon, and taking effect immediately prior to, Admission (see paragraph 3(g)(v) below). Accordingly, as at Admission, the Company will only have Ordinary Shares (all of which will rank pari passu with each other and will have the same economic and voting rights) and Deferred Shares in issue (to the extent that the latter have not been surrendered and cancelled as at Admission). The resolutions passed at the General Meeting (and class meetings of the holders of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares also held on 22 February 2018) are described in further detail at paragraph 3(g) below.

(e) Save for the following alterations which occurred on 22 February 2018 pursuant to resolutions passed at the General Meeting described above, no alterations in the share capital of the Company have taken place in the period since 30 September 2014:
(i) each A Ordinary Share of £0.05 each was sub-divided into one A Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each;
(ii) each B Ordinary Share of £0.05 each was sub-divided into one B Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each;
(iii) each C Ordinary Share of £0.05 each was sub-divided into one C Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each; and
(iv) each D Ordinary Share of £0.05 each was sub-divided into one D Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each.

The following alterations in the share capital of the Company will take place in the period between the date of this Prospectus and Admission:

(v) conditional upon and immediately prior to Admission, the share capital of the Company will be increased from £56,863.90 to £3,313,220.14 by virtue of a bonus issue of a further: (a) 122,017,456 A Ordinary Shares of £0.01 each on a 292-for-1 basis; (b) 104,244,000 B Ordinary Shares of £0.01 each on a 292-for-1 basis; (c) 97,063,720 C Ordinary Shares of £0.01 each on a 292-for-1 basis; and (d) 6,859,560 D Ordinary Shares of £0.01 each on a 228.65-for-1 basis; and
(vi) conditional upon and immediately prior to Admission, each A Ordinary Share of £0.01 each, each B Ordinary Share of £0.01 each, each C Ordinary Share of £0.01 each and each D Ordinary Share of £0.01 each will be re-designated into an Ordinary Share of £0.01 each.

It is intended that the Deferred Shares will be surrendered for nil consideration to, and cancelled by, the Company at, or shortly after, Admission.

(f) As at the date of this Prospectus, no options to subscribe for Ordinary Shares have been granted to Directors and Senior Managers under the Share Incentive Schemes.
(g) At a General Meeting of the holders of the A Ordinary Shares and B Ordinary Shares held on 22 February 2018:
(i) a special resolution was passed pursuant to which it was resolved that the Company be re-registered as a public company limited by shares with the name "IntegraFin Holdings plc";
(ii) an ordinary resolution was passed pursuant to which:
- (a) each of the A Ordinary Shares of £0.05 each in the capital of the Company was sub-divided into one A Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each;
- (b) each of the B Ordinary Shares of £0.05 each in the capital of the Company was sub-divided into one B Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each;
(c) each of the C Ordinary Shares of £0.05 each in the capital of the Company was sub-divided into one C Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each; and
(d) each of the D Ordinary Shares of £0.05 each in the capital of the Company was sub-divided into one D Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each;
(iii) a special resolution was passed pursuant to which new, interim articles of association were adopted reflecting the Company's re-registration as a public company limited by shares and the sub-division of each of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares into, in each case, one A Ordinary Share, one B Ordinary Share, one C Ordinary Share and one D Ordinary Share of £0.01 each and four Deferred Shares of £0.01 each and enabling the Company to capitalise its share premium and other applicable reserves to pay up a bonus issue of new shares otherwise than on a basis proportionate to the dividend entitlement of each class of share immediately prior to, and conditional upon, Admission occurring and, in all other circumstances, to capitalise its share premium account and any other applicable reserves on a proportionate basis;
(iv) an ordinary resolution was passed pursuant to which up to the aggregate sum of £5,722,463 standing to the credit of the Company's share premium account and any other applicable reserves was resolved to be capitalised and appropriated as capital to holders of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares and the Directors were authorised to apply up to such sum in paying up in full a bonus issue of new A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares (in each case, rounded down to the nearest whole number with fractional entitlements being ignored) and to allot and issue such new A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares, credited as fully paid up, to the holders of the existing A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares on the following basis:
(a) for each A Ordinary Share of £0.01 each, 292 new A Ordinary Shares of £0.01 each;
(b) for each B Ordinary Share of £0.01 each, 292 new B Ordinary Shares of £0.01 each;
(c) for each C Ordinary Share of £0.01 each, 292 new C Ordinary Shares of £0.01 each; and
(d) for each D Ordinary Share of £0.01 each, 228.65 new D Ordinary Shares of £0.01 each,

in each case conditional upon, and immediately prior to, Admission;

(v) an ordinary resolution was passed pursuant to which it was resolved that each of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares be re-designated as an Ordinary Share conditional upon, and immediately prior to, Admission;
(vi) a special resolution was passed pursuant to which it was resolved that the Company adopt the Articles conditional upon, and immediately prior to, Admission;
(vii) an ordinary resolution was passed pursuant to which, taking effect conditional upon, and immediately prior to, Admission, it was resolved that the Directors were generally and unconditionally authorised pursuant to section 551 of the 2006 Act to exercise all powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares up to:
(a) an aggregate nominal amount equal to one third of the aggregate nominal amount of the issued share capital of the Company immediately following Admission (such amount to be reduced by the nominal amount of any equity

securities (as defined in the 2006 Act) allotted under sub-paragraph (b) below in excess of one third of the aggregate nominal amount of the issued share capital of the Company immediately following Admission); and

(b) an aggregate nominal amount equal to two thirds of the aggregate nominal amount of the issued share capital of the Company immediately following Admission, in the form of equity securities (as defined in section 560 of the 2006 Act) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever,

such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next annual general meeting of the Company or within 15 months of the date of the passing of the resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by the resolution had not expired;

(viii) a special resolution was passed pursuant to which, taking effect conditional upon, and immediately prior to, Admission, it was resolved that the Directors were empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by the resolution described at paragraph 3(g)(vii) above and/or to sell equity securities held as treasury shares for cash pursuant to the section 727 of the 2006 Act, in each case, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:
(a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
(b) any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities having, in the case of Ordinary Shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having an aggregate nominal value, not exceeding a sum equal to five per cent. of the aggregate nominal amount of the issued share capital of the Company immediately following Admission,

such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next annual general meeting of the Company or within 15 months of the date of the passing of the resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by the resolution had not expired;

(ix) a special resolution was passed pursuant to which, in addition to the resolution described at paragraph 3(g)(viii) above and taking effect conditional upon, and immediately prior to, Admission, it was resolved that the Directors were empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by the resolution described at paragraph 3(g)(vii) above and/or to sell equity securities held as treasury shares for cash pursuant to the section 727 of the 2006 Act, in each case, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be:
(a) limited to any such allotment and/or sale of equity securities having, in the case of Ordinary Shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having an aggregate nominal value, not exceeding a sum equal to five per cent. of the aggregate nominal amount of the issued share capital of the Company immediately following Admission; and
(b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles in Dis-applying Pre-emption Rights most recently published by the Pre-emption Group to the date of this Resolution,

such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next annual general meeting of the Company or within 15 months of the date of the passing of the resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by the resolution had not expired;

(x) a special resolution was passed pursuant to which, taking effect conditional upon, and immediately prior to, Admission, it was resolved that the Company was generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of its Ordinary Shares, provided that, in doing so, it:
(a) purchases not more than 10 per cent. of its issued Ordinary Shares immediately following Admission, in aggregate;
(b) pays not less than one pence (excluding expenses) per Ordinary Share; and
(c) pays a price per Ordinary Share that is not more (excluding expenses) per Ordinary Share than the higher of: (1) 105 per cent. of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five Business Days immediately preceding the day on which the Ordinary Share is purchased; and (2) the amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange trading service, SETS,

(xi) a special resolution was passed pursuant to which, conditional upon, and with effect immediately prior to, Admission, it was resolved that a general meeting (other than an annual general meeting) of the Company may be called on not less than 14 clear days' notice in accordance with section 307A of the 2006 Act.

At separate class meetings of the holders of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares also held on 22 February 2018, the holders of such shares, as separate classes, consented to the passing of the resolutions passed at the general meeting described above notwithstanding that, and insofar as, such resolutions might have constituted a variation, modification or abrogation of the rights of holders of such shares as separate classes.

(h) Save for the allotments referred to in paragraph 3(e) above, since incorporation, no capital of the Company has been allotted for cash or for a consideration other than cash.
(i) The Ordinary Shares will, on Admission, rank pari passu in all respects and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company.
(j) The Ordinary Shares will be in registered form and capable of being held in uncertificated form. None of the Ordinary Shares will be, or are being, marketed or made available, in whole or in part, to the public in conjunction with the applications for Admission other than pursuant to the Offer. The Ordinary Shares to be sold pursuant to the Offer are being sold at a price of 196 pence per Ordinary Share, representing a premium of 195 pence over the nominal value of one pence each. The expected issue date is 2 March 2018.
(k) The currency of the issue and the Offer is pounds sterling.

4. Articles of Association

The Articles, which have been adopted conditional upon, and with effect immediately prior to, Admission by virtue of a special resolution of the Company passed at the general meeting of the Company held on 22 February 2018, contain certain provisions, the material provisions of which are set out below. This is a description of significant rights and does not purport to be complete or exhaustive.

(a) Objects

The Articles contain no specific restrictions on the company's objects and therefore, by virtue of section 31(1) of the 2006 Act, the Company's objects are unrestricted.

(b) Voting rights

Subject to paragraph 4(g) below, and to any special terms as to voting upon which any shares may for the time being, be held, on a show of hands every member who, being an individual, is present in person or by proxy or, being a corporation, is present by a duly appointed representative shall have one vote and, on a poll, every member present in person or a representative or proxy shall have one vote for every Ordinary Share in the capital of the Company held by him, her or it. A proxy need not be a member of the Company.

(c) Variation of rights

If at any time the capital of the Company is divided into different classes of shares, all or any of the rights or privileges attached to any class of shares in the Company may be varied or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. At every such separate general meeting (except an adjourned meeting), the quorum shall be two persons holding or representing by proxy one-third in nominal value of the issued shares of that class.

(d) Alteration of capital

The Company may by ordinary resolution increase its share capital, consolidate all or any of its share capital into shares of a larger nominal value, sub-divide all or any of its shares into shares of a reduced nominal value and cancel any shares not taken, or agreed to be taken, by any person.

The Company may, subject to the 2006 Act, by special resolution reduce or cancel its share capital or any capital redemption reserve or share premium account.

Subject to and in accordance with the provisions of the 2006 Act, the Company may purchase its own shares (including any redeemable shares), provided that the Company shall not purchase any of its shares unless such purchase has been sanctioned by a special resolution passed at a separate meeting of the holders of any class of shares convertible into equity share capital of the Company.

(e) Transfer of shares

A member may transfer all or any of his shares: (1) in the case of certificated shares by instrument in writing in any usual or common form or in such other form as may be approved by the Directors; and (2) in the case of uncertificated shares, through CREST in requirements of the relevant system concerned. The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and, if the share is not fully paid, by or behalf of the transferee. The Directors may, in their absolute discretion, refuse to register a transfer of any share held in certificated form which is not fully paid, provided that dealings in the shares are not prevented from taking place on an open and proper basis. In the case of uncertificated shares, the Directors may only refuse to register a transfer in accordance with the Uncertificated Securities Regulations. The Directors may also refuse to register a transfer of shares (whether fully paid or not) if the transfer is in favour of more than four persons jointly. Subject to that and to paragraph 4(g) below, the Articles contain no restrictions on the free transferability of fully paid shares provided that the transfer is in respect of only one class of share and is accompanied by the share certificate and/or any other evidence of title required by the Directors and that the provisions in the Articles relating to the deposit of instruments for transfer have been complied with.

(f) Dividends

The Company may by ordinary resolution in general meeting declare dividends provided that no dividend shall be paid otherwise than out of profits and no dividend shall exceed the amount recommended by the Directors. The Directors may from time to time pay such interim dividends as appear to the Directors to be justified.

Subject to the rights of persons, if any, holding shares with special dividend rights, and subject to paragraph 4(g) below, all dividends shall be apportioned and paid pro rata according to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid. No amount paid or credited as paid in advance of calls shall be regarded as paid on shares for this purpose.

All dividends unclaimed for a period of 12 years after the payment date for such dividend shall, if the Directors so resolve, be forfeited and shall revert to the Company.

The Directors may, if authorised by an ordinary resolution of the Company, offer the holders of shares the right to elect to receive additional shares, credited as fully paid, instead of cash in respect of any dividend or any part of any dividend. The Directors may at their discretion make the right to participate in any such elections subject to restrictions necessary or expedient to deal with legal, regulatory or other difficulties in respect of overseas shareholders.

(g) Suspension of rights

If a member or any other person appearing to be interested in shares held by such shareholder has been duly served with notice under section 793 of the 2006 Act and is in default in supplying to the Company within 14 days (or such longer period as may be specified in such notice) the information thereby required, then (if the Directors so resolve) such member shall not be entitled to vote or to exercise any right conferred by membership in relation to meetings of the Company in respect of the shares which are the subject of such notice. Where the holding represents more than 0.25 per cent. of the issued shares of that class (calculated exclusive of any treasury shares of that class), the payment of dividends may be withheld, and such member shall not be entitled to transfer such shares otherwise than by an arm's length sale. In addition, if a member or any other person appearing to be interested in shares has been served with a notice requiring him to provide, within the period specified in the notice (being not less than 14 days from the service of the notice), a statement in writing authenticated by him or any other person or persons stating that he (if the statement is authenticated by him) or (as the case may be) the other person or persons who has/have authenticated the statement is/are the beneficial owner(s) of the shares and requesting certain additional information as to (i) whether any other body corporate is a holding company or a parent undertaking of the corporate owner and, if so, the name and address of each such holding or parent undertaking and (ii) whether any body corporate or other person (other than any such holding or parent undertaking) is entitled to exercise or control the exercise of onethird or more of the voting power at general meetings of the corporate owner and, if so, the name and address of each such person, and such member or person fails to comply with such notice, then such person shall cease to be entitled to be present or vote at a general meeting either personally or by proxy or to exercise any other right in relation to meetings of the Company in respect of either the shares he holds or (with effect from allotment) any additional shares allotted to him.

(h) Return of capital

Subject to any preferred, deferred or other special rights, or subject to such conditions or restrictions to which any shares in the capital of the Company may be issued, on a winding-up or other return of capital, the holders of Ordinary Shares are entitled to share in any surplus assets pro rata to the amount paid up on their Ordinary Shares. A liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the 2006 Act, divide amongst the members in specie or in kind the whole or any part of the assets of the Company, those assets to be set at such value as he deems fair. A liquidator with the sanction of a special resolution may also vest the whole or any part of the assets of the Company in trustees on trusts for the benefit of the members.

(i) Deferred Shares

The Deferred Shares do not give any entitlement to receive a dividend. In addition, a distribution of assets on a winding-up or other return of capital, the holders of Deferred Shares shall be entitled to receive the amount paid up on such shares after there has been distributed to the holders of Ordinary Shares £1 million in respect of each Ordinary Share held by them. The Deferred Shares also do not give any entitlement to a share certificate or notice of general meeting, nor do they give their holders the right to attend, speak or vote at general meetings. The Deferred Shares may not be transferred unless directed by the Company. The Company shall have the irrevocable authority to authorise and instruct the Secretary of the Company (or any other person appointed for the purpose by the Directors) as agent for the holders of the Deferred Shares to surrender the Deferred Shares to the Company for nil consideration and to execute on behalf of such holders such documents as are necessary in connection with such surrender without obtaining the sanction of the holder or holders of the Deferred Shares.

(j) Pre-emption rights

There are no rights of pre-emption under the Articles in respect of transfers of issued Ordinary Shares.

In certain circumstances, Shareholders may have statutory pre-emption rights under the 2006 Act in respect of the allotment of new Ordinary Shares. These statutory pre-emption rights would require the Company to offer new Ordinary Shares for allotment to existing Shareholders on a pro rata basis before allotting them to other persons. In such circumstances, the procedure for the exercise of such statutory pre-emption rights would be set out in the documentation by which such new Ordinary Shares would be offered to Shareholders. It should be noted that the Company has dis-applied these statutory pre-emption rights pursuant to the resolutions described at paragraphs 3(f)(viii) and 3(f)(ix) above on terms which are consistent with the guidance issued by the Pre-emption Group.

(k) Shareholder meetings

Annual general meetings should be held within the time periods specified by the 2006 Act. Other general meetings may be called whenever the Directors think fit or when one has been requisitioned in accordance with the 2006 Act. Two members present in person or by proxy (or being a corporation, present by a duly appointed representative) at the meeting and entitled to vote shall be a quorum for all purposes.

Annual general meetings or a meeting at which it is proposed to pass a resolution requiring special notice are called on at least 21 days' notice in writing, exclusive of the day of which the notice is served or deemed to be served and of the day on which the meeting is to be held. Subject to compliance with section 307A of the 2006 Act, other general meetings are to be called on 14 days' notice in writing exclusive of the day on which the notice is served or deemed to be served and the day on which the meeting is to be held. Notice is to be given to all members on the register at the close of business on a day determined by the Company, such day being not more than 21 days before the day that the notice of meeting is sent.

The Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered into the register in order to have the right to attend or vote at the meeting. In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote or a person nominated pursuant to the Articles is entitled to appoint one or more proxies to attend and, on a poll vote instead of him/her, and that a proxy need not be a member.

(l) Directors

Save as provided in the Articles or by the terms of any authorisation given by the Directors, a Director shall not vote as a Director in respect of any contract, transaction or arrangement or proposed contract, transaction or arrangement or any other proposal whatsoever in which he (or a person connected with him) has any interest which (otherwise than by virtue of an interest in shares or debentures or other securities of or otherwise in or through the Company) and which conflicts, or may conflict, with the interests of the Company and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting.

The Directors may authorise a Director to be involved in a situation in which the Director has or may have a direct or indirect interest which conflicts, or may conflict, with the interests of the Company and may impose such terms or conditions on the grant of such authorisation as they think fit and in doing so will act in such a way, in good faith, as they consider will be most likely to promote the success of the Company.

A Director shall (in the absence of some other interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution relating to any of the following matters namely:

(i) the giving of any security, guarantee 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
(ii) the giving of any security, guarantee or indemnity in respect 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 under a guarantee or indemnity or by the giving of security; or
(iii) the granting of any indemnity or provision of funding pursuant to the Articles unless the terms of such arrangement confer upon such Director a benefit not generally available to any other Director; or
(iv) an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer he is or is to be or may be entitled to participate as a holder of securities or as an underwriter or subunderwriter; or
(v) any other company in which he or any person connected with him has a direct or indirect interest (whether as an officer or shareholder or otherwise), provided that he and any persons connected with him are not to his knowledge the holder (otherwise than as a nominee for the Company or any of its subsidiary undertakings of or beneficially interested in 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 (any such interest being deemed for the purpose of the relevant Article to be a material interest in all circumstances); or
(vi) an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom the arrangement relates; or
(vii) the purchase and/or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons including Directors.

Fees may be paid out of the funds of the Company to Directors who are not managing or executive directors at such rates as the Directors may from time to time determine provided that such fees do not in the aggregate exceed the sum of £1.5 million per annum (exclusive of value added tax if applicable) or such other figure as the Company may by ordinary resolution from time to time determine.

Any Director who devotes special attention to the business of the Company, or otherwise performs services which, in the opinion of the Directors, are outside the scope of the ordinary duties of a director, may be paid such additional remuneration as the Directors (or any committee authorised by the Directors) may determine.

The Directors (including alternate Directors) are entitled to be paid out of the funds of the Company all their travelling, hotel and other expenses properly incurred by them in connection with the business of the Company, including their expenses of travelling to and from meetings of the Directors, committee meetings or general meetings.

A Director may hold any other office or employment with the Company (other than the office of auditor) in conjunction with his office of director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. No Director, or intending director, shall be disqualified by his office from entering into any contract, arrangement, transaction or proposal with the Company either with regard to his tenure of any other such office or place of profit, nor shall any such contract, arrangement, transaction or proposal or any contract, arrangement, transaction or proposal entered into by or on behalf of the Company in which any Director or any person connected with him is in any way interested (whether directly or indirectly) be liable to be avoided, nor shall any Director who enters into any such contract, arrangement, transaction or proposal or who is so interested be liable to account to the Company for any profit realised from any such contract, arrangement, transaction or proposal by reason of such Director holding that office or of the fiduciary relationship thereby established if the Director has disclosed his interest in accordance with the 2006 Act.

Save as provided by the Articles or by the terms of authorisation given by the Directors, a Director shall not vote as a director or be counted in the quorum in respect of any contract, transaction or arrangement or proposed contract, transaction or arrangement in which he has any interest which conflicts, or may conflict, with the interests of the Company. If he does vote, his vote shall not be counted.

The remuneration and other terms and conditions of appointment of a Director appointed as managing director or to any other executive office or employment under the Company shall from time to time (without prejudice to the provisions of any agreement between him and the Company) be fixed by the Directors or by any committee appointed by the Directors, and may (without limitation) be by way of fixed salary, lump sum, commission on the dividends or profits of the Company (or of any other company in which the Company is interested) or other participation in any such profits or otherwise or by any or all or partly by one and partly by another or others of those modes.

Any statutory provision which, subject to the provisions of the Articles, would have the effect of rendering any person ineligible for appointment as a director or liable to vacate office as a director on account of his having reached any specified age or of requiring special notice or any other special formality in connection with the appointment of any director over a specified age shall not apply to the Company.

(m) Borrowing Powers

Subject to the Articles and the 2006 Act, the Board may exercise all the powers of the Company to borrow money, give security over all or any of the Company's business and activities (present and future) and uncalled capital and issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligations of the Company or of any third party. These borrowing powers may be varied by an alteration to the Articles which would require a special resolution of the Shareholders.

5. Notification of major holdings of Shares

While disclosure of shareholdings is not a requirement of the Articles, Chapter 5 of the Disclosure Guidance and Transparency Rules makes provision regarding notification of certain shareholdings and holdings of financial instruments.

Where a person holds voting rights in the Company as shareholder or through direct or indirect holdings of financial instruments, then the person has an obligation to make a notification to the FCA and the Company of the percentage of voting rights held where that percentage reaches, exceeds or falls below three per cent. or any whole percentage figure above three per cent.

The requirement to notify also applies where a person is an indirect Shareholder and can acquire, dispose of or exercise voting rights in certain cases.

6. Share Incentive Schemes

The Company has adopted the Share Incentive Schemes, the principal provisions of which are summarised below.

6.1 The Performance Share Plan 2018 ("PSP")

Awards granted under the PSP ("PSP Awards") will take the form of an option to acquire Ordinary Shares for nil consideration.

Eligibility

Executive Directors, Senior Managers and other employees of any Group company may be granted PSP Awards.

Grant

The Remuneration Committee will have absolute discretion to select employees to whom PSP Awards may be granted and, subject to the limits set out below, in determining the number of Ordinary Shares which are to be subject to a PSP Award.

PSP Awards may be granted during the period of 42 days commencing on: (i) adoption of the PSP; (ii) the date of Admission; (iii) the Dealing Day immediately following the date of the preliminary announcement of the Company's annual results or the announcement of its half-yearly results in any year, provided that if the Ordinary Shares are admitted to the Official List at the time in question, no PSP Awards may be granted during the first three Dealing Days following the date of any such announcement; or (iv) any other time determined by the Remuneration Committee where, in its discretion, circumstances are considered to be so exceptional as to justify the grant of PSP Awards.

If the grant of a PSP Award on any of the above days would be prohibited by virtue of a Share Dealing Code, then such PSP Award may be granted during the period of 40 days commencing immediately after the second Dealing Day following the time that such prohibition ceases to have effect.

No consideration is payable for the grant of a PSP Award.

Plan limits

On any date, no PSP Award may be granted if, as a result, the aggregate nominal value of Ordinary Shares issued or issuable due to awards granted during the previous 10 years under the PSP or any other employees' share scheme adopted by the Company would exceed 10 per cent. of the nominal value of the share capital of the Company in issue on that date.

On any date, no PSP Award may be granted if, as a result, the aggregate nominal value of Ordinary Shares issued or issuable due to awards granted during the previous 10 years under the PSP or any other discretionary employees' share scheme adopted by the Company would exceed five per cent. of the nominal value of the share capital of the Company in issue on that date.

For the purposes of the limits set out above:

any Ordinary Shares which were subject to an option or other right (whether granted under the PSP or any other employees' share scheme adopted by the Company) which has lapsed or been surrendered will not count towards the limits set out above;
Ordinary Shares will only be counted as "issued or issuable" to the extent to which they have been issued (or there is an intention for them to be issued) by the Company to the PSP Award holder or any employee benefit trust established by the Company for the purposes of the PSP or any other employees' share scheme operated by the Company; and
Ordinary Shares held in treasury which are used to satisfy awards or other rights (whether under the PSP or any other employees' share scheme adopted by the Company) shall be taken into account.

Individual limit

Each individual's participation is limited so that, in any one financial year of the Company, the aggregate market value of Ordinary Shares subject to all PSP Awards (calculated as at the date of grant of each PSP Award) granted to the individual in that financial year, will not exceed 33 per cent. of the individual's basic salary at the date of grant.

Performance Condition

The exercise of a PSP Award may be made conditional upon the achievement of a performance condition set at the time of grant ("Performance Condition") and measured over a performance period determined by the Remuneration Committee at the time of grant, but which will not, in the case of Executive Directors, normally be less than three years ("Performance Period").

PSP Awards will be capable of exercise following a date ("Vesting Date") specified at the time of grant which occurs after the expiry of the relevant Performance Period. It is intended that the Vesting Date for a PSP Award granted to an Executive Director will not normally occur before the third anniversary of the date of grant.

If events occur which cause the Remuneration Committee reasonably to consider that a Performance Condition should be waived or that a different or amended condition would be a fairer measure of performance, the Remuneration Committee may waive the Performance Condition or amend the original Performance Condition in such manner as it deems fit, provided that any such amended condition is not materially more challenging to meet or achieve than the original Performance Condition.

In circumstances where a PSP Award holder is permitted to exercise a PSP Award before the end of the relevant Performance Period (as a result of cessation of employment in certain circumstances or the occurrence of certain corporate events such as a change of control of the Company), the Remuneration Committee may, in its discretion, determine that the extent to which the relevant Performance Condition applying to his PSP Award has been met may be measured by reference to the proportion of the Performance Period that has elapsed at the time of relevant event. The Remuneration Committee may make such modifications to the relevant Performance Condition as it thinks fit when applying its discretion in these circumstances, provided that the modified Performance Condition is not materially more difficult to meet or achieve than the original Performance Condition, taking into account the abbreviated period.

Dividends

Until a PSP Award has been exercised and the Ordinary Shares which are subject to the PSP Award have been issued or transferred to the PSP Award holder, the PSP Award holder shall have no entitlement to any dividends or other distributions payable by reference to a record date preceding the date of such issue or transfer.

The Remuneration Committee can, however, determine that dividend equivalents will be awarded. If dividend equivalents are awarded, whenever a dividend or other distribution is paid by the Company in respect of its Ordinary Shares during the period between the grant of a PSP Award and the first date on which that PSP Award can be exercised, the number of Ordinary Shares which are subject to the PSP Award shall be increased to reflect the value of the dividend.

The number of Ordinary Shares to be added to the PSP Award ("Dividend Equivalent Shares") shall be equal to the number of Ordinary Shares that could have been purchased, at the share price prevailing on the date the dividend is paid, from an amount equal to the dividend paid on each Ordinary Share multiplied by the number of Ordinary Shares under the PSP Award.

To the extent that a PSP Award does not vest and become exercisable in relation to any Ordinary Shares, the PSP Award shall also cease to be exercisable in respect of a proportionate number of Dividend Equivalent Shares.

Dividend Equivalent Shares that have been issued and any Dividend Equivalent Shares that have been notionally added to a PSP Award shall be taken into account for the purposes of applying the PSP limits set out above. Any potential right to receive additional Dividend Equivalent Shares in the future shall not, however, be taken into account.

The Remuneration Committee may, in its absolute discretion, determine that a PSP Award holder shall, instead of receiving Dividend Equivalent Shares on exercise of the PSP Award, receive a cash payment equivalent in value to the Dividend Equivalent Shares.

Exercise and lapse of PSP Awards

Normally, a PSP Award may only be exercised (in whole or in part) in the period commencing on the Vesting Date and ending on the 10th anniversary of the date of grant, to the extent that the Performance Condition (if any) has been satisfied. The Remuneration Committee may determine, in its discretion, to apply a shorter exercise period at the date of grant of the PSP Award. A PSP Award will lapse if not exercised prior to the 10th anniversary of its date of grant.

PSP Awards may not be exercised during any period when exercise would be in breach of a Share Dealing Code.

Exercise of PSP Awards is possible earlier than the Vesting Date in the event of a takeover, a scheme of arrangement under Part 26 of the 2006 Act being sanctioned by the Court or the voluntary winding-up of the Company. Following a corporate event, PSP Awards may be exercised for a six month period following such event or immediately prior to such event.

In the event of cessation of employment by reason of a PSP Award holder's death, the Remuneration Committee may, in its absolute discretion, permit his personal representatives to exercise his PSP Awards within the 12 month period immediately following his or her death (subject to pro-rating as described below if the death occurred before the Vesting Date).

If a PSP Award holder ceases to be employed within the Group prior to the Vesting Date in respect of a PSP Award by reason of:

injury, ill-health or disability (evidenced to the satisfaction of the Remuneration Committee);
redundancy; or
the company or employing undertaking ceasing to be under the control of the Company,

("Good Leaver"), normally his PSP Awards may be retained and exercised following the Vesting Date until the 10th anniversary of the date of grant. The Remuneration Committee may, however, in its absolute discretion permit a Good Leaver to exercise his PSP Awards during a period following the date the Good Leaver ceases to be an employee ending no later than the 10th anniversary of the date of grant (subject to pro-rating as described below).

Where, prior to the Vesting Date, a PSP Award holder ceases to be employed within the Group other than for a Good Leaver reason, his PSP Awards will immediately lapse in full, unless the Remuneration Committee determines, within three months of cessation of employment, to treat him as a Good Leaver, in which case the Remuneration Committee can determine when, and the extent to which, the PSP Award can be exercised.

The maximum number of Ordinary Shares over which a PSP Award: (i) held by a participant who dies or ceases employment as a Good Leaver prior to the Vesting Date; or (ii) held by a PSP Award holder in the case of a corporate event (as described above) prior to the Vesting Date, is capable of exercise will be pro-rated down. This pro-rating will be made on a time-apportioned basis by reference to the time that has elapsed from the grant of such PSP Award up to the cessation of employment or the date of the relevant corporate event as a proportion of the total period from the date of grant to the Vesting Date. The Remuneration Committee may, however, exercise discretion not to pro-rate a PSP Award or to pro-rate on a different basis.

In any circumstance which allows for the early exercise of a PSP Award prior to the Vesting Date, the PSP Award may not be exercised unless (subject to any modification of the Performance Condition in accordance with the rules of the PSP) the Performance Condition, if any, to which it is subject has been satisfied unless the Remuneration Committee determines, in its discretion, not to apply the Performance Condition.

Clawback

The Remuneration Committee will have discretion to operate clawback in respect of a PSP Award if at any time prior to the Vesting Date of such PSP Award, the Remuneration Committee becomes aware that, in the sole opinion of the Remuneration Committee:

the PSP Award holder has committed gross misconduct; or
there has been a material misstatement and/or significant downward revision in the financial results of any Group company for any period; or
there has been a miscalculation, misapplication or general error in relation to the extent to which a PSP Award has vested and/or been granted; or
any other circumstances exist that in the sole opinion of the Remuneration Committee have (or would have if made public) a sufficiently significant impact on the reputation of any member of the Group or the business in which the PSP Award holder is employed to justify clawback applying.

The PSP Award holder shall also be subject to clawback if the Company is required to apply clawback by any relevant regulator or by any relevant regulation or code of conduct.

If the Remuneration Committee operates clawback it will have discretion to: (i) reduce the number of Ordinary Shares which are subject to subsisting PSP Awards held by the PSP Award holder; and/or (ii) reduce the number of Ordinary Shares or cash amount which may be subject to any other subsisting awards held by such PSP Award holder or may otherwise be payable to such PSP Award holder (whether pursuant to the PSP or any other arrangement); and/or (iii) require a repayment or other reimbursement from the PSP Award holder.

Other PSP Award terms

PSP Awards will be satisfied by the issue of new Ordinary Shares, transfer of Ordinary Shares out of treasury or the transfer of Ordinary Shares from an employee benefit trust established by the Company. The trustee of an employee benefit trust established by the Company may satisfy PSP Awards using new Ordinary Shares for which it will subscribe or Ordinary Shares to be purchased in the market.

Ordinary Shares must be issued or transferred to a PSP Award holder within 30 days after exercise of such PSP Award.

The Remuneration Committee has discretion to satisfy a PSP Award by a cash payment equivalent in value to the value of the PSP Award at the time of exercise of such PSP Award.

PSP Awards are not capable of transfer or assignment.

Until PSP Awards are exercised, PSP Award holders have no voting or other rights in relation to the Ordinary Shares subject to those PSP Awards.

Ordinary Shares allotted pursuant to the exercise of a PSP Award will rank pari passu in all respects with the Ordinary Shares already in issue but shall not rank for any dividends or other distributions payable by reference to a record date preceding the date of allotment. Ordinary Shares transferred on the exercise of a PSP Award shall be transferred without the benefit of any rights attaching to the Ordinary Shares by reference to a record date preceding the date of that exercise. For so long as any Ordinary Shares are listed on the Official List, the Company will use its best endeavours to procure that the Ordinary Shares issued following exercise of any PSP Awards are admitted to the Official List as soon as practicable after allotment.

Benefits obtained under the PSP are not pensionable.

Adjustment of PSP Awards

The number of Ordinary Shares which are subject to a PSP Award and their nominal value may be adjusted by the Remuneration Committee in the event of any capitalisation issue or rights issue (other than an issue of Ordinary Shares on the exercise of an option given to Shareholders to receive Ordinary Shares in place of a dividend) or rights offer or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital.

Administration and amendment

The PSP is administered by the Remuneration Committee. The Remuneration Committee may amend the provisions of the PSP, save that the rules of the PSP which relate to:

the persons to whom PSP Awards may be granted;
the limits on the number of Ordinary Shares which may be issued under the PSP;
the maximum entitlement of any PSP Award holder;
the basis for determining a PSP Award holder's entitlement to Ordinary Shares or an employee's entitlement to PSP Awards; and
the basis for determining the adjustment of any PSP Award granted under the PSP in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company,

cannot be amended to the advantage of any PSP Award holder or potential PSP Award holder without the prior approval of the Company in general meeting except for minor amendments to benefit the administration of the PSP, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any PSP Award holders, the Company or any subsidiary undertaking of the Company from time to time. The Remuneration Committee will have the right to amend the PSP or any outstanding PSP Awards to the extent necessary to comply with any relevant regulation or code of conduct, or to the extent required by any relevant regulator.

Overseas employees

The Board may adopt supplemental rules to the PSP to facilitate the granting of awards to individuals not resident in the UK provided that such supplemental rules will, so far as the Board in its discretion considers reasonably practicable, follow the rules of the PSP.

Termination

The PSP may be terminated at any time by resolution of the Board and shall, in any event, terminate on the 10th anniversary of its adoption so that no further PSP Awards can be granted after such termination. Termination will not affect the outstanding rights of existing PSP Award holders.

6.2 The Employee Benefit Trust ("EBT")

The EBT was settled by the Company pursuant to a trust deed entered into between the Company and Intertrust Employee Benefit Trustee Limited ("Trustee"). The Company has the power to remove the Trustee and appoint a new trustee.

The EBT is a discretionary settlement set up for the benefit of Executive Directors, employees and former executive directors and employees (and their immediate dependants) of the Company and its subsidiaries, excluding any individuals who are resident in Jersey for tax purposes. The Company intends to use the EBT to satisfy awards made under the PSP.

The Trustee may either purchase existing Ordinary Shares in the market or subscribe for new Ordinary Shares. The Company may from time to time contribute or lend funds to the EBT on such terms as it may decide (and with the agreement of the Trustee).

The maximum number of Ordinary Shares which may be held by the Trustee at any time may not exceed five per cent. of the Company's issued share capital at that time.

6.3 The Share Incentive Plan 2018 ("SIP 2018")

The SIP 2018 is designed to meet the requirements of Schedule 2 of ITEPA, so as to permit the acquisition of shares by participants.

Eligibility

Subject to some limited exceptions set out in the rules of the SIP 2018, the SIP 2018 is open to all UK employees of the Company, or any subsidiary or other company which is jointly owned by the Company which is participating in the SIP 2018. The SIP 2018 may (at the discretion of the Board) be used in relation to non-UK employees.

As noted below, the Board can exclude employees who have not completed a qualifying period of service.

How the SIP 2018 may be operated

The SIP 2018 provides that the Company can offer employees any of the following types of awards over Ordinary Shares:

"Free Shares" being an allocation of Ordinary Shares to employees without charge;
"Partnership Shares" being an allocation of Ordinary Shares paid for by employees out of deductions made from pre-tax salary;
"Matching Shares" being an allocation of Ordinary Shares to employees without charge, the number of which is proportionate to the number of Partnership Shares acquired; and
"Dividend Shares" being Ordinary Shares acquired using dividends paid in respect of any Ordinary Shares acquired under and held within the SIP 2018.

Any combination of the above awards may be utilised in any year (except that Matching Shares can only be made if a corresponding award of Partnership Shares is made and Dividend Shares can only be acquired using dividends paid on Ordinary Shares obtained by a participant under the SIP 2018 whilst such Ordinary Shares are held in the SIP 2018).

The SIP 2018 operates in conjunction with a trust established for the purpose of the SIP 2018 ("SIP Trust") which is administered by the trustee of the SIP 2018 ("SIP Trustee") under the direction of the Company.

The SIP 2018 is structured to allow the SIP Trustee to subscribe for, or purchase, Ordinary Shares. The money to acquire the Ordinary Shares is provided by the Company or the relevant employing company (or, in the case of Partnership Shares, from the employees themselves).

Free Shares

The Company may give Free Shares up to a maximum value, calculated at the date of the award of such Free Shares, of £3,600 per employee in a tax year (or such other amount as specified in Schedule 2 of ITEPA).

Qualifying periods

In relation to each award of Free Shares, the Board may (at its discretion) set a qualifying period during which an individual must have been employed in order to be eligible to participate in the award. The qualifying period cannot exceed a period of 18 months before the date of the award.

Timing of awards

Awards of Free Shares may only be made within the period of 42 days commencing on: (i) the date of Admission; (ii) adoption of the SIP 2018; or (iii) the Dealing Day immediately following the date of the preliminary announcement of the Company's annual results or the announcement of its half-yearly results in any year, provided that if the Ordinary Shares are admitted to the Official List at the time in question, no award shall be made on the first Dealing Day following the date of any such announcement.

If the award during the period set out above would be prohibited by virtue of the Share Dealing Code, then such award may be made during the period of 21 days commencing immediately after the Dealing Day following the time when such prohibition shall cease to have effect.

Performance conditions

An award of Free Shares can (at the discretion of the Board) be made subject to the prior satisfaction of performance conditions. If the Board determines to use performance conditions, it must follow one of the two methods of applying performance conditions set out in the rules of the SIP 2018 which accord with Schedule 2 of ITEPA.

Holding period

In relation to each award of Free Shares, the Board must set a holding period determined in its discretion of between three and five years from the date of the award of such Free Shares. Once set, the holding period cannot be increased.

Whilst individuals remain employed by the Company, or one of its subsidiaries, they must generally leave their Free Shares within the hands of the SIP Trustee throughout the holding period.

Restrictions

The Board may determine prior to the making of an award of Free Shares that such award of Free Shares will be subject to restrictions. In the event that the Board determines that Free Shares will be subject to any restrictions, the terms of such restrictions must be notified to the participant. The same restrictions must apply to all Free Shares awarded at the same time.

Partnership Shares

The Company may provide employees with the opportunity to enter into an agreement with the Company to enable such employees to use part of their pre-tax salary to acquire Partnership Shares ("Partnership Share Agreement").

Deductions

An employee may allow the Company to make deductions from his salary up to a maximum of 10 per cent. of his salary in any tax year or £1,800 in any tax year (or such other maximum amount as specified in Schedule 2 of ITEPA), whichever is less, for the purpose of acquiring Partnership Shares. The Company may impose lower maximum limits. In addition, the Company may set a minimum deduction (but such minimum cannot exceed £10 per month).

The money deducted from an employee's salary will be held by the SIP Trustee and shall be applied by the SIP Trustee in purchasing Partnership Shares.

Accumulation Period

If the Board so chooses, deductions in relation to Partnership Shares may be accumulated over an accumulation period not exceeding 12 months.

If no accumulation period is set, any deduction from salary must be used by the SIP Trustee to acquire Partnership Shares within 30 days from the date on which it was deducted. Any surplus money remaining after the acquisition of Partnership Shares may be added to the next deduction or paid over to the participant.

If an accumulation period is set, the deductions from salary will be accumulated throughout the period. At the end of the period, the accumulated deductions from salary must be used by the SIP Trustee to acquire Partnership Shares within 30 days from the end of the accumulation period. Partnership Shares will be allocated to participants using one of three methods set out in the rules of the SIP 2018 which accord with Schedule 2 of ITEPA and which are specified in the Partnership Share Agreement. Any surplus money remaining after the acquisition of Partnership Shares may be carried forward to the next deduction or paid over to the participant.

Qualifying period

In relation to each award of Partnership Shares, the Board may (at its discretion) set a qualifying period during which an individual must have been employed in order to be eligible to participate in the award.

If there is an accumulation period, the qualifying period cannot exceed six months before the starting date of the accumulation period.

If there is no accumulation period, the qualifying period cannot exceed 18 months before the deduction of money from the individual's salary in respect of the award (and, for these purposes, each individual acquisition of Ordinary Shares will constitute an award).

Forfeiture provisions

Partnership Shares shall not be subject to forfeiture and may be withdrawn from the SIP 2018 at any time.

However, Partnership Shares may be subject to a provision requiring Partnership Shares acquired on behalf of an employee to be offered for sale (for example, on a change of control of the Company) provided that the consideration at which the Partnership Shares are required to be offered for sale must be at least equal to the amount of partnership share money applied in acquiring the Partnership Shares on behalf of the employee or, if lower, the market value of the Partnership Shares at the time they are offered for sale.

Matching Shares

If employees acquire Partnership Shares, the Board can also (at its discretion) give such employees Matching Shares. In such case, each employee will acquire Matching Shares in proportion to the number of Partnership Shares acquired by that employee. The maximum ratio for an award of Matching Shares to Partnership Shares is 2:1 (or such other maximum ratio as specified in Schedule 2 of ITEPA).

Holding period

In relation to each award of Matching Shares, the Board must set a holding period determined at its discretion of between three and five years from the date of the award of Matching Shares.

Whilst participants remain employed by the Company, or one of its subsidiaries, they must generally leave their Matching Shares within the hands of the SIP Trustee throughout the specified holding period. Once set, the holding period cannot be increased.

Restrictions

The Board may determine prior to the making of an award of Matching Shares that such award of Matching Shares will be subject to restrictions. In the event that the Board determines that Matching Shares will be subject to any restrictions, the terms of such restrictions shall be set out in the relevant Partnership Share Agreement relating to the award of Matching Shares concerned. The same restrictions must apply to all Matching Shares awarded at the same time.

Details of Matching Share Awards

Details of the length of the holding period, any restrictions that apply to Matching Shares (including any risk of forfeiture) and the ratio of Matching Shares to Partnership Shares will be set out in the Partnership Share Agreement which employees enter into in order to be awarded Partnership Shares.

Dividends and Dividend Shares

In relation to any dividends paid on Ordinary Shares held within the SIP 2018, the Board may direct that:

they are all paid out in cash;
some or all are re-invested in Dividend Shares; or
the participants are given an individual choice to take either cash or Dividend Shares or a combination of Dividend Shares and cash.

Amount to be reinvested

There is no limit on the amount of dividends that may be reinvested in Dividend Shares.

Surplus cash dividends

Any surplus cash after Dividend Shares have been acquired may be retained by the SIP Trustee and carried forward to acquire further Dividend Shares in the future.

Holding period

The rules for the SIP 2018 provide that Dividend Shares must be held in the SIP 2018 for a period of three years from acquisition.

Forfeiture

Dividend Shares shall not be subject to forfeiture.

However, Dividend Shares may be subject to a provision requiring Dividend Shares acquired on behalf of an employee to be offered for sale (for example, on a change of control of the Company) provided that the consideration at which the Dividend Shares are required to be offered for sale must be at least equal to the amount of cash dividends applied in acquiring the Dividend Shares on behalf of the employee or, if lower, the market value of the Dividend Shares at the time they are offered for sale.

SIP 2018 Limits

On any date, the nominal value of Ordinary Shares issued or issuable due to awards granted under the SIP 2018, when aggregated with the number of Ordinary Shares issued or issuable during the previous 10 years under the SIP 2018 or any other employees' share scheme operated by the Company, shall not exceed 10 per cent. of the nominal value of the share capital of the Company in issue on that date.

For the purposes of the limits set out above:

any Ordinary Shares which were subject to an option or other right (whether granted under the SIP 2018 or any other employees' share scheme adopted by the Company) which has lapsed or been surrendered will not count towards the limits set out above;
Ordinary Shares will only be counted as "issued or issuable" to the extent to which they have been issued (or there is an intention for them to be issued) by the Company to the SIP Trust or to some other person for the purposes of the SIP 2018 or any other employees' share scheme operated by the Company; and
Ordinary Shares held in treasury which are used to satisfy awards or other rights (whether under the SIP 2018 or any other employees' share scheme adopted by the Company) shall be taken into account unless and until treasury shares are no longer required by the Investment Association to be so included for the purposes of such limits.

Other award terms

Awards under the SIP 2018 will not be pensionable.

Corporate events and share reorganisations

A participant may direct the SIP Trustee at any time whilst the SIP Trustee holds Ordinary Shares on the participant's behalf to:

accept any offer for such Ordinary Shares, if the acceptance of such offer would result in a new holding of Ordinary Shares being equated with the original Ordinary Shares for capital gains tax purposes;
agree to a transaction which would if entered into be a scheme, compromise or arrangement applicable to all the Ordinary Shares (or all the Ordinary Shares of a particular class which have been appropriated to the participant) or all Ordinary Shares (or Ordinary Shares of the class in question) held by a class of shareholders identified otherwise than by reference to their employment or participation in a Share Incentive Plan that meets the criteria in Schedule 2 of ITEPA; or
accept an offer of cash (with or without other assets) or accept an offer of a qualifying corporate bond (whether alone or with other assets or cash or both) for such Ordinary Shares if such offer forms part of a general offer which is made on a condition that if satisfied will result in the person making the offer obtaining control of the Company.

In the event of a rights issue in respect of any Ordinary Shares, each participant may instruct the SIP Trustee in respect of all or any of the Ordinary Shares appropriated to him and held by the SIP Trustee to exercise the rights in respect of all or any of such Ordinary Shares or to exercise some of the rights and sell the remainder of the rights nil paid (the sale proceeds to be used to take up the rights exercised) or to sell all of the rights in respect of some or all of such Ordinary Shares.

In the event that the SIP Trustee is offered the opportunity to acquire Ordinary Shares pursuant to rights attaching to Ordinary Shares which it holds on behalf of any participant, it shall take up such opportunity only on the instructions of the participant concerned.

Administration and amendments

The SIP 2018 is administered by the Board. The Board may amend the provisions of the SIP 2018. However, no amendment to a key feature of the SIP 2018 shall be made if the effect of such amendment would cause the requirements of Parts 2 to 9 (inclusive) of Schedule 2 of ITEPA not to be met in relation to the SIP 2018. Furthermore, the rules of the SIP 2018 which relate to:

• the persons to whom awards may be made under the SIP 2018;

the limitations on the number or amount of Ordinary Shares which may be used under the SIP 2018;
the maximum entitlement of any one participant under the SIP 2018; and
the basis for determining a participant's entitlement to Ordinary Shares or awards and for the adjustment of awards under the SIP 2018 following any capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation in the share capital of the Company,

cannot be amended to the advantage of any participant or potential participant without the prior approval of Shareholders in general meeting, except for minor amendments to benefit the administration of the SIP 2018, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or potential participant in the SIP 2018 or for the Company or any of its subsidiaries.

Overseas employees

The Board may adopt supplemental rules to the SIP 2018 to facilitate the granting of awards to individuals not resident in the UK provided that such supplemental rules will, so far as the Board in its discretion considers reasonable practicable, follow the rules of the SIP 2018.

Termination

The SIP 2018 may be terminated at any time by a resolution of the Board and shall, in any event, terminate on the 10th anniversary of its adoption, unless Shareholders have previously resolved in general meeting to extend the life of the SIP 2018. Following termination of the SIP 2018, no further Ordinary Shares may be awarded to individuals pursuant to the SIP 2018.

6.4 The 2005 Share Incentive Plan ("SIP 2005")

The SIP 2005 was adopted by IFAL in October 2005 and awards of free shares, partnership shares and matching shares were made in 2006 and 2007. No awards have been made since 2007 and there is no intention for any further awards to be made under the SIP 2005.

In 2014, pursuant to a scheme of arrangement in relation to IFAL, the shares awarded under the SIP 2005 were cancelled and exchanged for equivalent shares in the Company which continued to be held under the SIP 2005.

The Trustee for the SIP 2005 is IntegraFin Limited and it holds 13,475 C Ordinary Shares of £0.05 each in the capital of the Company ("C Ordinary Shares") (equating to 3,948,175 Ordinary Shares conditional upon, and with effect from, Admission) on behalf of participants in the SIP 2005. Of these, 700 C Ordinary Shares (equating to 205,100 Ordinary Shares conditional upon, and with effect from, Admission) are held for Ian Taylor.

The SIP 2005 participants can leave their shares in the Trust for the SIP 2005 for as long as they remain employees.

7. Directors', other Senior Managers' and other interests

(a) The Directors and other Senior Managers, their functions within the Group and brief biographies are set out in Part 3 of this Prospectus.

(b) The interests of each Director and other Senior Manager, all of which are beneficial (except as noted below), in the share capital of the Company are as follows:

				Immediately following
		Present		Admission
				% of
		% of		issued
		issued	Ordinary	Ordinary
	Shares	Shares	Shares	Shares
Directors
Patrick Snowball	210	0.02	61,530	0.02
Ian Taylor(1)	45,866	4.03	12,805,258	3.87
Alexander Scott	5,000	0.44	1,148,260	0.35
Michael Howard(2)	238,280	20.95	50,038,247	15.10
Christopher Munro	9,736	0.86	1,426,324	0.43
Neil Holden	–	–	–	–
Senior Managers (who are not
Executive Directors)
Judith Davidson(3)	47,033	4.14	11,251,779	3.40
Jonathan Gunby(4)	5,000	0.44	1,125,200	0.34
David Johnson(5)	5,000	0.44	1,136,730	0.34

(1) Ian Taylor is the beneficial and registered holder of 8,910 C Ordinary Shares of £0.05 each in the capital of the Company ("C Ordinary Shares"). In addition, his spouse, Frances Taylor, is the beneficial and registered holder of 17,390 C Ordinary Shares and his children, Anna Taylor, Elizabeth Taylor and Patrick Taylor, are the beneficial and registered holders of 1,000 D Ordinary Shares each. Ian Taylor's family trust, Furley Page Executor and Trustee Company Limited, also holds 9,566 C Ordinary Shares and 7,000 D Ordinary Shares of £0.05 each in the capital of the Company ("D Ordinary Shares").
(2) Michael Howard is the beneficial and registered holder of 217,501 B Ordinary Shares of £0.05 each in the capital of the Company ("B Ordinary Shares") and Ganymede Retirement Nominees Pty Ltd, the personal pension fund of Michael Howard and his spouse, is the beneficial and registered holder of 2,177 A Ordinary Shares of £0.05 each in the capital of the Company ("A Ordinary Shares"), 8,602 B Ordinary Shares and 10,000 C Ordinary Shares.
(3) Judith Davidson is the beneficial and registered holder of 2,500 D Ordinary Shares. In addition, her brother, Paul Davidson, is the beneficial and registered holder of 29,500 A Ordinary Shares and 2,000 C Ordinary Shares. Her husband, Patrick Sweeney, is the beneficial and registered holder of 10,459 A Ordinary Shares and 74 B Ordinary Shares and her son, Oliver Sweeney, is the beneficial and registered holder of 2,500 D Ordinary Shares.
(4) Jonathan Gunby is the beneficial and registered holder of 250 D Ordinary Shares. In addition, his wife, Cheryl Gunby, is the beneficial and registered holder of 4,250 D Ordinary Shares and his sons, Edward and Matthew Gunby, are the beneficial and registered holders of 250 D Ordinary Shares each.
(5) David Johnson is the beneficial and registered holder of 450 D Ordinary Shares and his wife, Candida Johnson, is the beneficial and registered holder of 4,550 D Ordinary Shares.
(c) The Directors and other Senior Managers are not interested in any unissued Ordinary Shares under share options held by them pursuant to the Share Incentive Schemes.
(d) Save as disclosed above, no Director or Senior Manager has any interest in the share capital or loan capital of the Company nor does any person connected with the Directors or other Senior Managers (within the meaning of section 252 of the 2006 Act) have any such interests, whether beneficial or non-beneficial.

(e) Other than current or former directorships or partnerships of members of the Group, the Directors and other Senior Managers are, or have been during the five years immediately prior to the date of this Prospectus, directors or partners or members of the administrative, management or supervisory bodies of the companies or partnerships listed below:

Name	Current directorships/partnerships	Former directorships/partnerships
Directors Patrick Snowball	The Old Dove Dairy Limited Sabre Insurance Company plc Sabre Insurance Company Limited	AAI Limited Australian Alliance Insurance Company Pty Limited Australian Associated Motor Insurance Pty Limited Gio General Pty Limited MTA Insurance Limited SBGH Limited SFT Realisations Limited Suncorp Group Limited Suncorp Insurance Holdings Limited Suncorp Life & Superannuation Limited Suncorp Life Holdings Limited Suncorp Metway Insurance Pty Limited Suncorp-Metway Limited
Ian Taylor	–	–
Alexander Scott	–	–
Michael Howard	Beaufort East Pty Ltd Eastern Creek Road Property Pty Ltd Eastern Creek Road Pty Ltd Ganymede Investments Pty Ltd Ganymede Retirement Nominees Pty Ltd ObjectMastery Pty Ltd ObjectMastery Services Pty Ltd RaceMastery Pty Ltd Schrodinger Pty Ltd Seyfert Pty Ltd	–
Christopher Munro	Chris Munro Trading Limited London and Continental Partners LLP Pacific Capital Partners Limited Pembroke Square Freeholders Association Limited	Beckwith Investment Management Limited
Neil Holden	Bank Of London And The Middle East plc BLME Holdings plc Calmindon Limited Crocus Home Loans Limited	–

Name	Current directorships/partnerships	Former directorships/partnerships
Directors Senior Managers (other than Executive Directors)
Judith Davidson	–	Blakemar Management Services LLP
Jonathan Gunby	–	Sprint Enterprise Technology Limited
David Johnson	–	–

(f) Save as set out below, as at the date of this Prospectus, no Director or Senior Manager has at any time within the five years preceding the date of this Prospectus:
(i) been convicted in relation to a fraudulent offence; or
(ii) been associated with any bankruptcies, receiverships or liquidations while acting in the capacity of a member of the administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company; or
(iii) been subject to any official public incrimination and/or sanctions by any statutory or regulatory authorities (including any designated professional bodies); or
(iv) been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of any company.

Patrick Snowball was appointed as a non-executive director of SFT Realisations Limited (formerly known as Towergate Financial Services Intermediate Limited) ("SFT") on 2 July 2007. SFT was a holding company of, and provided central support and compliance services to, certain subsidiaries which acquired various trading financial advisory and insurance advisory firms. The downturn in economic conditions which commenced in 2008 had a significant detrimental impact on the trading performance of SFT and its subsidiaries. In June 2009, the senior and junior debt providers to SFT and the Financial Services Authority agreed to the sale of those subsidiaries and certain related assets by SFT, which sale was completed on 11 June 2009 under a pre-pack administration which commenced on that date. Following the completion of the administration, SFT was placed into creditors' voluntary liquidation in June 2010 which led to the dissolution of SFT in October 2013.

(g) So far as the Directors are aware, there are no arrangements the operation of which may at a later date result in a change of control of the Company.
(h) Save as disclosed in paragraph 7(b) and (c) above, and as set out below, the Company is not aware of any person who is, as at the date of this Prospectus, directly or indirectly interested in three per cent. or more of the issued share capital or voting rights of the Company:

			Percentage of	Percentage of
	Number of	Number of	issued share	voting
Shareholder	shares	voting rights	capital (%)	rights (%)
Michael Howard	217,501	217,501	19.1	28.1
Netherton Investments Limited	47,730	47,730	4.2	6.2
Generali Investments Europe
SGR INA	43,710	43,710	3.8	5.6
John Rundle	43,475	43,475	3.8	5.6

			Percentage of	Percentage of
	Number of	Number of	issued share	voting
Shareholder	shares	voting rights	capital (%)	rights (%)
P.I.G. Holdings Pty Ltd as
Trustee for the Chambers
Family Trust	42,474	42,474	3.7	5.5
Aaron Resnik	30,594	30,594	2.7	3.9
W.E.P. Davidson*	31,500	31,500	2.8	3.8

*Includes 2,000 non-voting shares.

In so far as it is known to the Company at the date of this Prospectus, each of the following will, on Admission, be directly or indirectly interested in three per cent. or more of the issued share capital or voting rights of the Company:

			Percentage of	Percentage of
	Number of	Number of	issued share	voting
Shareholder	shares	voting rights	capital (%)	rights (%)
Michael Howard	43,950,000	43,950,000	13.27	13.27
Netherton Investments Limited	10,069,121	10,069,121	3.04	3.04

(i) None of the Company's major holders of shares listed above has voting rights which are different from other holders of Ordinary Shares.
(j) There are no loans made or guarantees granted or provided by any member of the Group to or for the benefit of any Director or Senior Manager.
(k) No Director or Senior Manager is, or has been, interested in any transaction which is or was unusual in its nature or conditions or significant to the business of the Group and which was effected by any member of the Group during the current or immediately preceding financial year or which was effected by any member of the Group during any earlier financial year and remains in any respect outstanding or unperformed.
(l) There are no family relationships between any of the Directors or other Senior Managers.
(m) In respect of the Directors and other Senior Managers, there are no conflicts of interest between any duties they have to the Company and their private interests and/or other duties they may have.

8. Directors' service agreements, letters of appointment, remuneration and other matters

(a) Executive Directors' service agreements

The Executive Directors have entered into new service agreements with an employing subsidiary within the Group in each case conditional and to take effect upon Admission. The service agreements govern the performance of the Executive Directors' duties for the Company and other members of the Group. The principal terms of the service agreements are summarised below.

Salary and benefits: The Executive Directors receive the following salary and benefits under their service agreements:

Name	Position	Basic annual salary*	Pension contributions/ cash in lieu	Expenses	Discretionary benefits
Ian Taylor	Chief Executive Officer	£379,000	Employer contribution of £10,000	Overnight accommodation in London	Life assurance (4 x basic annual salary) Private medical insurance
Alexander Scott	Chief Financial Officer	£250,000	Employer contribution of £10,000	–	Life assurance (4 x basic annual salary) Private medical insurance
Michael Howard	Executive Director	AU\$ 50,000**	Salary includes superannuation contributions according to Australian law

* Basic salaries are subject to annual review by the Remuneration Committee, save after notice of termination of employment has been given.
** Michael Howard's salary is paid by his employer, IAD, solely in respect of his executive duties as a director of IAD. He has elected for his salary to be paid to a personal service company. Australian goods and services tax is payable by IAD on this sum.

Executive Directors are eligible to receive bonus and/or other discretionary incentive awards. These are at the Remuneration Committee's discretion and the Executive Directors do not have a contractual right to receive such awards. Payment or vesting of awards may be deferred and may be subject to performance adjustment, including malus and clawback in accordance with regulatory requirements (subject to dis-application on grounds of proportionality), applicable scheme rules and the Company's Remuneration Policy.

An Executive Director's employment may be terminated by either party giving to the other not less than six months' written notice. Under the terms of each service agreement, the relevant employing subsidiary of the Group may elect to terminate an Executive Director's employment by making a payment in lieu of notice ("PILON") (subject to the application of Australian Law in relation to Michael Howard's arrangements) equal to (i) basic salary; (ii) pension contributions or cash in lieu; and (iii) the cost to the relevant employing subsidiary of the Group of providing life assurance and private medical insurance, for any unexpired portion of the notice period. The PILON will not include any payments in respect of bonus, holiday which would have been accrued during the notice period or other benefits. The relevant employing subsidiary of the Group has discretion to pay any PILON in instalments. If it exercises its discretion to pay the PILON in instalments, an Executive Director is obliged to take reasonable steps to seek suitable alternative income which is then applied in mitigation of the PILON payments.

The relevant employing subsidiary of the Group also has the discretion to place an Executive Director on garden leave during the notice period. It is entitled to dismiss an Executive Director without notice or compensation in specified circumstances, such as if the Executive Director commits a serious or persistent breach of any term of the service agreement.

The Executive Directors' service agreements also contain 12 months' post-termination non-solicitation and other restrictive covenants (in the case of Michael Howard, the restrictions are set out in a separate deed of covenant governed by Australian law).

(b) Non-Executive Directors' letters of appointment

The Chairman and the other Non-Executive Directors have each entered into letters of appointment with the Company governing the performance of their duties. The principal terms of the letters of appointment are summarised below.

Fees: The Non-Executive Directors are entitled to the following fees with effect from Admission in respect of the performance of their duties:

		Total
Name	Position	annual fees
Patrick Snowball	Independent Non-Executive Chairman	£100,000
Christopher Munro	Independent Non-Executive Director	£60,000
Neil Holden	Independent Non-Executive Director	£60,000

Chairman: The services of Patrick Snowball as Independent Non-Executive Director and Chairman are provided under the terms of a letter of appointment with the Company dated 4 July 2017 for an initial period of three years expiring on 30 September 2020, subject to termination by either party upon at least three months' notice and annual re-election by Shareholders.

Christopher Munro: The services of Christopher Munro as Independent Non-Executive Director are provided under the terms of a letter of appointment with the Company dated 3 February 2017 for an initial period of three years expiring on 2 February 2020, subject to termination by either party upon at least three months' notice and annual re-election by Shareholders.

Neil Holden: The services of Neil Holden as Independent Non-Executive Director are provided under the terms of a letter of appointment with the Company dated 15 February 2015 for an initial period of three years expiring on 14 December 2018, subject to termination by either party upon at least three months' notice and annual re-election by Shareholders.

Under the terms of the letters of appointment for the Non-Executive Directors, the Company may terminate their appointment immediately without compensation in specified circumstances.

(c) Details of Directors' appointments

Details of the Executive Directors' and Non-Executive Directors' appointment dates and the dates on which they joined the Group are set out in Part 3 of this Prospectus.

9. Directors' and other Senior Managers' remuneration in FY2017

9.1 In FY2017, the aggregate remuneration and benefits paid to the Directors and other Senior Managers who served during that financial year, consisting of six individuals, was £1,796,552.
9.2 There is no arrangement under which any Director has waived or agreed to waive future emoluments nor has there been any waiver of emoluments during the financial year immediately preceding the date of this Prospectus.
9.3 For FY2017, the Group made pension contributions (and other retirement related benefits (if any)) on behalf of the Directors and other Senior Managers who served during that financial year, consisting of six individuals in an aggregate amount of £36,406.

10. Placing Agreement and lock-up arrangements

(a) Placing Agreement

On 27 February 2018, the Company, the Directors, the Selling Shareholders and Peel Hunt entered into the Placing Agreement. Pursuant to the Placing Agreement:

the Company confirmed the appointment of Peel Hunt as sponsor, sole bookrunner and broker in connection with the application for Admission and the Offer;
allocations of the Offer Shares among prospective investors will be finally determined by Peel Hunt (after consultation with the Company) in accordance with an allocation policy to be determined by the Company and Peel Hunt;
the Selling Shareholders have agreed, subject to certain conditions, to sell, at the Offer Price, the Offer Shares to be sold in connection with the Offer; and
Peel Hunt has agreed, subject to certain conditions, to use its reasonable endeavours to procure purchasers for the Offer Shares at the Offer Price. Peel Hunt will not be obliged to purchase the Offer Shares itself (save to the extent that, having procured any purchaser for the Offer Shares, such purchaser fails to make payment for the Offer Shares in accordance with the terms of the Offer and Peel Hunt is unable to procure any other purchaser(s) therefor).

The Selling Shareholders have severally undertaken to pay to Peel Hunt a commission of one per cent. on the aggregate value of the Offer Shares sold by them at the Offer Price and the Company has agreed to pay Peel Hunt a corporate finance fee in the amount of £0.2 million (excluding VAT).

Peel Hunt's obligation to use its reasonable endeavours to procure purchasers for the Offer Shares is subject to certain conditions. These conditions include the absence of any breach of warranty or undertaking given by the Company, the Directors or the Selling Shareholders under the Placing Agreement and Admission occurring by no later than 8.00 a.m. (London time) on 2 March 2018 (or such later time and/or date as Peel Hunt and the Company may agree but, in any event, no later than 8.00 a.m. on 16 March 2018).

In addition, Peel Hunt has the right to terminate the Placing Agreement, exercisable in certain circumstances, prior to Admission. These circumstances include, among others, the occurrence of certain material adverse changes in the condition (financial, operational, legal or otherwise) or in the earnings, business affairs, value, management, reputation of the Company and certain changes in financial, political or economic conditions. If this right is exercised, the Offer will lapse, the Company will not seek Admission and any moneys received from investors in respect of the Offer will be returned without interest.

To the extent permitted by law, the Company has agreed to pay certain of the costs, charges, fees and expenses relating to the Offer (together with any related VAT thereon) and the Selling Shareholders have agreed to pay any stamp duty and/or payable on the transfer of the Offer Shares to investors pursuant to the Offer.

Each of the Company, the Directors and the Selling Shareholders has given certain warranties and undertakings to Peel Hunt pursuant to the Placing Agreement. The liability of each of the Directors and the Selling Shareholders in respect of any breach of warranties and undertakings is limited as to time and amount (subject to certain customary exceptions). The liability of the Company in respect of any breach of warranties and undertakings is not limited as to time and amount (subject to certain customary exceptions).

The Company has also given an indemnity covering certain customary matters to Peel Hunt. The liability of the Company under the indemnity is not limited as to time or amount.

In addition, the Company has given certain undertakings to Peel Hunt, including an undertaking that it will not, without the prior written consent of Peel Hunt (not to be unreasonably withheld or delayed), offer, issue, sell or contract to sell, issue options in respect of, or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of, the foregoing during the period of 12 months from the date of Admission (except in connection with, or pursuant to, any of the Share Incentive Schemes).

(b) Lock-up arrangements

Pursuant to the Placing Agreement, the Company has given certain undertakings to Peel Hunt, including an undertaking that it will not, save pursuant to the Share Incentive Schemes or otherwise without the prior written consent of Peel Hunt (such consent not to be unreasonably delayed), offer, issue, sell, contract to sell, issue options in respect of, or otherwise dispose of, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with substantially the same effect as any of, or agree to do any of, the foregoing during the period of 12 months from the date of Admission.

Pursuant to the lock-up arrangements set out in the Placing Agreement, each of the Directors and Senior Managers (who will continue to hold Ordinary Shares at Admission) has agreed that during the period of 12 months from the date of the Placing Agreement, he or she or it will not (and will procure that his, her or its "connected persons" will not), directly or indirectly, unconditionally or conditionally, transfer, sell, assign, swap, charge, mortgage, pledge, grant options or other rights over, encumber or otherwise dispose of (or agree to do any of the foregoing) in respect of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares without the prior written consent of Peel Hunt, or otherwise subject to certain customary exceptions.

11. Material contracts

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by any member of the Group during the two years preceding the date of this Prospectus and are, or may be, material or contain any provision under which any member of the Group has an obligation or entitlement which is material to the Group as at the date of this Prospectus:

11.1 Placing Agreement and lock-up arrangements

Please see paragraph 10 above for a summary of the terms of the Placing Agreement and lockup arrangements.

11.2 Share sale and purchase agreement in respect of the acquisition of Integrated Application Development Pty Limited and ObjectMastery Services Pty Limited

On 1 July 2016, the Company entered into a share sale and purchase agreement (the "IAD SPA") with Ganymede Investment Pty Limited ("Ganymede") and Kungullan Investments Pty Limited ("Kungullan") (together, the "IAD Sellers") and Michael Howard and John Rundle, pursuant to which it acquired the entire issued share capital of IAD and its subsidiaries from the IAD Sellers.

The consideration paid by the Company to the IAD Sellers under the IAD SPA was £14,155,880 in respect of the shares in IAD.

The IAD SPA contained certain warranties and undertakings given by the IAD Sellers for the benefit of the Company. The liability of each of the IAD Sellers in respect of breach of any of the warranties and undertakings by them was limited as to time and aggregate amount and the Company's ability to claim was subject to the satisfaction of certain de minimis and aggregate threshold amounts for warranty and undertaking claims. The period for making general claims under the IAD SPA expires on 1 July 2018 and the period for making tax covenant and tax warranty claims expires when the statutory right to bring such a claim expires.

The IAD SPA also contained certain restrictive covenants given by the IAD Sellers for the benefit of the Company, subject to certain exceptions, including in relation to not: (i) establishing, or providing finance to, businesses competing with, or similar to, the financial management software maintenance business (the "Business") carried on by the IAD group of companies (the "IAD Group") to the extent that it provides software relevant to the operation of a platform service to clients in the UK; (ii) soliciting customers of the IAD Group for the purposes of any businesses competing with, or similar to, the Business; and (iii) employing or soliciting certain personnel employed or engaged by the IAD Group in each case for one, two or three years from the completion date (being 1 July 2016), whichever is the longest period permissible under applicable law.

Michael Howard agreed to guarantee the obligations of Ganymede under the IAD SPA and John Rundle agreed to guarantee the obligations of Kungullan under the IAD SPA.

The IAD SPA was governed by the laws of Victoria, Australia.

11.3 Loan facility to Vertus Capital SPV1 Limited

On 3 March 2017, the Company entered into a loan agreement with Vertus Capital SPV1 Limited ("Vertus") (the "Loan Agreement"), pursuant to which the Company has agreed to advance funds to Vertus in such amounts and at such intervals as Vertus may require, subject to a cap of £2.5 million.

The purpose of the Loan Agreement is to fund the provision of finance facilities to financial advisory firms by Vertus pursuant to a collaboration agreement entered into between the Company and Vertus on the same date as the Loan Agreement. The Company ceases to be obliged to advance further funds to Vertus in the event that the collaboration agreement is terminated.

Interest on repayments pursuant to the Loan Agreement is to be calculated on the basis of 2.3 per cent. per annum above the Bank of England's base rate and is payable on the last business day of each three month period commencing on the date upon which the first funds were advanced to Vertus, being 3 May 2017.

All amounts advanced to Vertus under the Loan Agreement must be repaid to the Company by 2 May 2026.

The Company agreed to vary the terms of the Loan Agreement in a side letter between the Company and Vertus dated 28 July 2017 to a total loan amount not exceeding £5,930,000 with interest on any drawn amount of the extra £3,430,000 facility to be charged at the Bank of England base rate plus six per cent. per annum.

The Loan Agreement and side letter are governed by English law.

11.4 Intra-Group Development and Implementation Agreement

The Company's subsidiary, IAD, provides services to the Group through an agreement with ISL dated 20 February 2018 (the "Intra-Group Development and Implementation Agreement"). The Intra-Group Development and Implementation Agreement sets out the terms on which IAD develops and implements computer software systems and web-based solutions for financial applications used by the Group, as well as the terms on which it provides technical support and management services in relation to those applications.

IAD established a branch office in the UK in 2016 for the purposes of better providing its services pursuant to Group (which were then provided pursuant to an agreement which the Intra-Group Development and Implementation Agreement has replaced. Under the Intra-Group Development and Implementation Agreement, ISL also provides services to IAD to support that branch office.

The Intra-Group Development and Implementation Agreement sets out details of the services to be provided and the process by which requirements are to be agreed and output is to be tested and delivered. It also reiterates that all intellectual property rights in relation to IAD's output, developed for the Group, are owned by Transact IP Limited. The Intra-Group Development and Implementation Agreement includes commercial and legal terms typical of contracts of this nature.

The Intra-Group Development and Implementation Agreement's terms incorporate what is required, by the FCA, to be included in a material outsourcing agreement.

The Intra-Group Development and Implementation Agreement is governed by English law.

12. Related party transactions

Save as set out below and in Note 32 to the historical financial information contained in Part 7 of this Prospectus, there are no related party transactions that were entered into by members of the Group during the period covered by the historical financial information contained in Part 7 of this Prospectus and during the period from 1 October 2017 to the date of this Prospectus.

12.1 Share sale and purchase agreement in respect of the acquisition of Integrated Application Development Pty Limited and ObjectMastery Services Pty Limited

See paragraph 11.2 above for information relating to the Group's acquisition of IAD. IAD provides software support, maintenance and development services to the Group in connection with the provision of the Platform.

12.2 Lease of office in Melbourne, Australia

The Group's Australian subsidiary, IAD, leases premises from Schrodinger Pty Ltd, as trustee for the Schrodinger Unit Trust. Michael Howard, amongst others, is a director of Schrodinger Pty Ltd and Ganymede Investment Pty Ltd, a related trust of Michael Howard, is a shareholder of Schrodinger Pty Ltd. John Rundle is also a director of Schrodinger Pty Ltd and Kungullan Investments Pty Ltd, a related trust of John Rundle, is also a shareholder of Schrodinger Pty Ltd.

13. Investments and principal establishments

13.1 Save as set out in paragraph 11.3 above and paragraph 13.2 below, the Company currently has no principal investments (in progress or planned for the future on which the Directors have made firm commitments or otherwise) other than the Subsidiaries listed at paragraph 2(f) of this Part 11 of this Prospectus.
13.2 The Company provides a loan facility to Vertus pursuant to which it advances funds (up to a maximum aggregate amount of approximately £5.9 million) to Vertus in such amounts and at such intervals as Vertus may require. The purpose of the facility is to enable Vertus to provide finance facilities to financial advisory firms. See paragraph 11.3 above for further information.
13.3 The Group has three leased offices in the UK, Isle of Man and Australia. The Group's head office is situated at 29 Clement's Lane, London EC4N 7AE. The Group's head office is leased for a fixed term of 11 years (commencing in June 2012) with annual rent payable. In addition to rent, the lease requires the payment of service charges. The Group also has an office in Douglas, Isle of Man, with a six year lease in operation since October 2016 and an office in Melbourne, Australia, with a 10 year lease in operation since 1 August 2011. The annual rent paid in respect of all the offices during FY2017 was £0.4 million.

14. Insurance

The Directors believe the Group maintains insurance policies customary (including the terms of, and the coverage provided by, such insurance) for the industry in which it operates to cover certain risks. The Directors consider the Group's insurance coverage to be adequate both as to risks and amounts for the business the Group conducts. The Group also has directors' and officers' insurance. The Group does not maintain "key man" insurance.

15. Working capital

In the opinion of the Company, the working capital available to the Group is sufficient for its present requirements, that is for at least the next 12 months from the date of this Prospectus.

16. Significant change

(a) Other than as set out in paragraph (b) below, there has been no significant change in the trading or financial position of the Group since 30 September 2017, being the date to which the historical financial information for the Group set out in Part 7 of this Prospectus was prepared.
(b) Capital and reserves attributable to equity holders decreased by approximately £20.8 million (a decrease of approximately 20.3 per cent.) between 30 September 2017 and 31 January 2018. This decrease primarily arose as a consequence of the payment of interim and special dividends (amounting to approximately £30.8 million, in aggregate) to shareholders of the Company in January 2018.

17. Litigation

There are no, and there have not been, any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), during a period covering at least the last 12 months, which may have or have had in the recent past, significant effects on the Company and/or the Group's financial position or profitability.

18. Takeover bids

The City Code is issued and administered by Takeover Panel. The Company is subject to the City Code and therefore its Shareholders are entitled to the protections afforded by the City Code.

Persons acting in concert

Persons acting in concert (and concert parties) comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company which is subject to the City Code or to frustrate the successful outcome of an offer for such a company. Certain categories of people are deemed under the City Code to be acting in concert with each other unless the contrary is established. In particular, shareholders in a private company who sell their shares in that company in consideration for the issue of new shares in a company to which the City Code applies, or who, following the re-registration of that company as a public company in connection with an initial public offering or otherwise, become shareholders in a company to which the City Code applies (as will be the case in respect of existing Shareholders as a consequence of the re-registration of the Company as a public limited company and Admission) will be presumed by the Takeover Panel to be acting in concert with one another unless that presumption is rebutted.

Whilst there will be a concert party in existence at Admission (see below), the Takeover Panel has confirmed to the Company that the presumption that all existing Shareholders will be deemed to be acting in concert at Admission has been rebutted.

The Founder and Senior Manager Concert Party

Following Admission, as set out in paragraph 7(h) of this Part 11, Michael Howard, Executive Director and co-founder of the Group, will hold approximately 13.27 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company.

In addition, Ganymede Retirement Nominees Pty Ltd, the personal pension fund of Michael Howard and his spouse, will hold approximately 1.84 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission and Robins Superannuation Fund, the pension fund of Marianne Robins, Michael Howard's former sister-in-law, will hold approximately 0.44 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

John Rundle is a director of IAD and was also a founding shareholder in the Group. Following Admission, John Rundle will hold approximately 2.73 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company.

In addition, Kungullan Consulting Superannuation Fund, the personal pension fund of John Rundle and members of his family, will hold approximately 0.63 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

Paul Resnik, together with Michael Howard, John Rundle and others, was a founding shareholder in the Group. Paul Resnik will hold approximately 2.03 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

Ian Taylor co-founded the Group with Michael Howard in 1999 and has been its Chief Executive Officer since April 2002. Together with his spouse, Frances Taylor, and children, Anna, Elizabeth and Patrick Taylor and their related trusts, Ian Taylor will hold approximately 3.87 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

Alexander Scott, the Group's Chief Financial Officer, will hold approximately 0.35 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

Judith Davidson, the Group's Chief Operating Officer, is a director of IFAL (but not of the Company). Together with her husband, Patrick Sweeney, and son, Oliver Sweeney, she will hold approximately 1.17 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

Judith Davidson's brother, Paul Davidson, an early investor in the Group and previously a nonexecutive director of the Group's former holding company, will hold approximately 2.23 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

Jonathan Gunby, the Group's Chief Development Officer, is a director of IFAL (but not of the Company). Together with his spouse, Cheryl Gunby, and two sons, Edward and Matthew Gunby, he will hold approximately 0.34 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

David Johnson, the Company Secretary and Group Counsel, together with his wife, Candida Johnson, will hold approximately 0.34 per cent. of the voting rights attached to the issued Ordinary Share capital of the Company following Admission.

As a consequence of the above connections and historic associations with the Group, the above persons (together, the "Founder and Senior Manager Concert Party") will be deemed to be acting in concert with one another insofar as their shareholdings in the Company are concerned immediately following Admission.

The aggregate shareholding of the Founder and Senior Manager Concert Party immediately following Admission will be approximately 29.22 per cent. As a consequence of its aggregate shareholding, should any constituent member of the Founder and Senior Manager Concert Party increase its interest(s) in Ordinary Shares such that the Founder and Senior Manager Concert Party becomes interested, in aggregate, in 30 per cent. or more of the voting rights in the Company, this would, except with the consent of the Takeover Panel, give rise to the requirement for the Founder and Senior Manager Concert Party to make a mandatory bid for the Company under Rule 9 of the City Code (see paragraph 19 of this Part 11 below for further information).

In addition, any grant of options or awards pursuant to the Share Incentive Schemes to participants in those schemes who form part of the Founder and Senior Manager Concert Party which would, on exercise, result in the Founder and Senior Manager Concert Party becoming interested, in aggregate, in 30 per cent. or more of the voting rights in the Company will need to be the subject of a waiver from the Takeover Panel which will require the approval of a "whitewash" resolution of independent Shareholders (that is, Shareholders unconnected with the Founder and Senior Manager Concert Party) prior to the grant of such options or awards, otherwise the Founder and Senior Manager Concert Party would be required to make a mandatory cash offer to acquire the Ordinary Shares in issue not already owned or controlled by it at that time under Rule 9 of the City Code (see paragraph 19 of this Part 11 below for further information).

19. Mandatory bids

Rule 9 of the City Code provides that, except with the consent of the Takeover Panel, when: (a) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons acting in concert with it are interested) carry 30 per cent. or more of the voting rights of a company; or (b) any person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested, then, in either case, that person, together with the persons acting in concert with it, is normally required to extend offers in cash, at the highest price paid by it (or any persons acting in concert with it) for shares in the company within the preceding 12 months, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights.

20. Squeeze-out

Under the 2006 Act, if a "takeover offer" (as defined in section 974 of the 2006 Act) is made for the Ordinary Shares and the offeror were to acquire, or unconditionally contract to acquire, not less than 90 per cent. in value of the Ordinary Shares to which the takeover offer relates (the "Takeover Offer Shares") and not less than 90 per cent. of the voting rights attached to the Takeover Offer Shares within three months of the last day on which its offer can be accepted, it is able to acquire compulsorily the remaining 10 per cent. In order to do so, it would send a notice to Shareholders who had not, at such time, accepted the offer telling them that it will acquire compulsorily their Takeover Offer Shares and then, six weeks later, it would execute a transfer of the outstanding Takeover Offer Shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for those Shareholders in the event that they had not accepted the offer at such time. The consideration offered to the Shareholders whose Takeover Offer Shares are acquired compulsorily under the 2006 Act must, in general, be the same as the consideration that was available under the takeover offer.

21. Sell-out

The 2006 Act also gives minority Shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and at any time before the end of the period within which the offer could be accepted the offeror held, or had agreed to acquire, not less than 90 per cent. of the Ordinary Shares to which the offer related, any holder of Ordinary Shares to which the offer related who had not accepted the offer could, by a written communication to the offeror, require it to acquire those Ordinary Shares. The offeror is required to give any Shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of the minority Shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a Shareholder exercises his or her rights, the offeror is bound to acquire those Ordinary Shares on the terms of the offer or on such other terms as may be agreed.

22. General

(a) BDO LLP of 55 Baker Street, London W1U 7EU has given and has not withdrawn its written consent to the inclusion in this Prospectus of its report in Section A of Part 7 of this Prospectus and references thereto in the form and context in which they appear and has authorised the contents of those parts of this Prospectus for the purposes of item 5.5.3R(2)(f) of the Prospectus Rules.
(b) Peel Hunt LLP of Moor House, 120 London Wall, London EC2Y 5ET which is regulated by the Financial Conduct Authority, has given and has not withdrawn its written consent to the inclusion in this Prospectus of its name in the form and context in which it appears. Peel Hunt may be said to have an indirect material economic interest which may be dependent on the success of the Offer by virtue of its interest in fees payable by the Company under the Placing Agreement.
(c) Evercore Partners International LLP of 15 Stanhope Gate, London W1K 1LN has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion in this Prospectus of its name in the form and context in which it appears and has authorised the contents of those parts of this Prospectus for the purposes of the Prospectus Rules.
(d) The expenses of and incidental to the Offer (excluding commissions and taxes (including, without limitation, stamp duty and/or SDRT) payable by the Selling Shareholders), are estimated to amount to approximately £3.7 million (excluding VAT) and will be payable by the Company.
(e) There are no patents or other intellectual property rights, licences or particular contracts which are of fundamental importance to the Group's business.
(f) There are no arrangements under which future dividends are waived or agreed to be waived.
(g) The annual accounts of the Company have been audited in accordance with national law for FY2015, FY2016 and FY2017 by BDO LLP, Chartered Accountants, of 55 Baker Street, London W1U 7EU. Auditors' reports in respect of each statutory accounts for FY2015, FY2016 and FY2017 have been made and each such report was an unqualified report. BDO LLP are a member firm of the Institute of Chartered Accountants in England and Wales. The Board has taken appropriate steps to ensure that BDO LLP is independent of the Company and has obtained written confirmation from BDO LLP that it complies with the guidelines on independence issued by the relevant accountancy and auditing bodies.
(h) The Ordinary Shares will only be listed on the Official List of the UK Listing Authority.
(i) The Company's registrar and paying agent for the payment of dividends is Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The Company's registrar will maintain the records of securities held in certificated form and book-entry form.

23. Third party information

Where information contained in this Prospectus originates from a third party source, it is identified where it appears in this Prospectus together with the name of its source. Such third party information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

24. Documents available for inspection

Copies of the following documents may be inspected at the offices of the Company during usual business hours on any weekday (excluding Saturdays, Sundays and English public holidays) for a period of 12 months following the date of this Prospectus:

(a) the Articles;
(b) the written consents referred to in paragraphs 22(a) to (c) above;
(c) the historical financial information of the Company and its subsidiaries for the three financial years ended 30 September 2017, together with the related accountant's reports thereon from BDO LLP which is set out in Part 7 of this Prospectus; and
(d) this Prospectus.

For the purposes of PR 3.2.4 of the Prospectus Rules, copies of this Prospectus will be published in printed form and available free of charge during normal business hours on any weekday (excluding Saturdays, Sundays and English public holidays) until the close of business on the date of Admission at the registered office of the Company (29 Clement's Lane, London, UK EC4N 7AE) and the offices of Peel Hunt LLP (Moor House, 120 London Wall, London, UK EC2Y 5ET). In addition, the Prospectus will be published in electronic form and available on the Company's website (www.integrafin.co.uk), subject to access restrictions.

Copies of this Prospectus are also available for inspection at the National Storage Mechanism (www.morningstar.co.uk/uk/nsm).

Dated: 27 February 2018

DEFINITIONS

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

"2006 Act"	the Companies Act 2006, as amended
"2010 PD Amending Directive"	2010 EU directive (2010/73/EU) which amended the Prospectus Directive
"Admission"	admission of the Ordinary Shares to the Official List (premium segment) maintained by the FCA and to trading on the London Stock Exchange's main market for listed securities
"Admission Standards"	the current edition of the Admission and Disclosure Standards issued by the London Stock Exchange
"Amendment Act"	the Isle of Man Insurance (Amendment) Act 2017
"Articles" or "Articles of Association"	the articles of association of the Company which were adopted conditional on, and to take effect on, Admission, by special resolution passed on 22 February 2018 (and as amended from time to time after that date)
"Audit and Risk Committee"	the audit and risk committee of the Board
"AU\$"	Australian dollars
"Board" or "Directors"	the board of directors of the Company
"certificated" or "in certificated form"	a share or other security not in uncertificated form (that is, not in CREST)
"Chairman"	the chairman of the Board
"City Code" or "Code"	the UK City Code on Takeovers and Mergers, as amended, supplemented or replaced
"Company" or "IntegraFin"	IntegraFin Holdings plc
"CREST"	the relevant system (as defined in the CREST Regulations) for paperless settlement of sales and purchases of securities and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Dealing Day"	a day on which the London Stock Exchange is open for the transaction of business
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules of the FCA in relation to the disclosure of information by an issuer whose financial instruments are admitted to trading on a regulated market in the UK
"EBT"	the IntegraFin Employee Benefit Trust, an employee benefit trust established by the Company
"EEA" or "European Economic Area"	together, the EU, Iceland, Norway and Liechtenstein
"Element"	as described in the section entitled "Summary"
"EU"	the European Union, first established by the treaty made at Maastricht on 7 February 1992

"Euroclear"	Euroclear UK & Ireland Limited, the operator (as defined in the CREST Regulations) of CREST
"Executive Directors"	the executive directors of the Company, being Ian Taylor, Alexander Scott and Michael Howard
"Existing Ordinary Shares"	the Ordinary Shares in issue immediately prior to Admission
"FCA"	the UK Financial Conduct Authority
"Founder and Senior Manager Concert Party"	has the meaning given to it in paragraph 18 of Part 11 of this Prospectus
"FSCS"	the UK Financial Services Compensation Scheme
"FSMA"	the Financial Services and Markets Act 2000, as amended
"FY15" or "FY 2015"	the financial year ended 30 September 2015
"FY16" or "FY 2016"	the financial year ended 30 September 2016
"FY17" or "FY 2017"	the financial year ended 30 September 2017
"GDPR"	EU regulation (EU 2016/679) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data
"Group"	the Company and its Subsidiaries from time to time
"historical financial information"	the audited consolidated historical financial information of the Group covering the historical financial period
"historical financial period"	the period from the start of FY2015 to the end of FY2017
"HMRC"	HM Revenue and Customs
"IAD"	Integrated Application Development Pty Ltd
"IDD"	The Insurance Distribution Directive
"IFAL"	Integrated Financial Arrangements Limited
"IFAL Audit Committee"	the audit committee of the board of directors of IFAL
"IFAL Risk Committee"	the risk committee of the board of directors of IFAL
"ILUK"	IntegraLife UK Limited
"ILInt"	IntegraLife International Limited
"IoM AML Code"	the Isle of Man Money Laundering and Terrorist Financing (Amendment) Code 2013
"IoMFSA"	Isle of Man Financial Services Authority
"IoM Insurance Act"	the Isle of Man Insurance Act 2008
"IFRS"	International Financial Reporting Standards as adopted by the EU
"ISIN"	International Securities Identification Number
"ISL"	IntegraFin Services Limited
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003
"LEI"	Legal Entity Identifier

"Listing Rules"	the listing rules of the FCA made under Part VI of FSMA
"London Stock Exchange"	London Stock Exchange plc
"Member State"	member states of the EEA
"MiFID"	the EU Markets in Financial Instruments Directive
"Nomination Committee"	the nomination committee of the Board
"Non-Executive Directors"	the non-executive directors of the Company (including the Chairman), being Patrick Snowball, Christopher Munro and Neil Holden
"Offer"	the offer of the Offer Shares to certain institutional and other investors in the UK and elsewhere, as more particularly described in Part 9 of this Prospectus
"Offer Price"	196 pence per Ordinary Share, being the price at which each Offer Share is to be sold under the Offer
"Offer Shares"	the 90,631,302 Existing Ordinary Shares to be sold by the Selling Shareholders under the Offer at the Offer Price
"Official List"	the official list of the UK Listing Authority
"Ordinary Shares"	ordinary shares of one pence each in the capital of the Company
"Peel Hunt"	Peel Hunt LLP, which is authorised and regulated by the FCA
"Placing Agreement"	the agreement dated 27 February between the Company, the Directors, the Selling Shareholders and Peel Hunt, details of which are set out in paragraph 10 of Part 11 of this Prospectus
"Platform" or "Transact"	the "Transact" financial adviser platform operated by the Group
"PRA" or "Prudential Regulation Authority"	the UK Prudential Regulation Authority
"PRIIPs Regulation"	EU regulation (EU 1286/2014) on key information documents for packaged retail and insurance-based investment products
"Principal Selling Shareholders"	significant Shareholders of the Company as at the date of this Prospectus who have elected to sell Ordinary Shares in the Placing and who will be subject to lock-up arrangements for a specified period post-Admission (as set out in paragraph 6 of Part 9 of this Prospectus)
"Prospectus"	this document
"Prospectus Directive"	EU Prospectus Directive (2003/71/EC) (and any amendments to it including the 2010 PD Amending Directive, to the extent implemented by the Relevant Member State) and any relevant implementing measure in each Relevant Member State
"Prospectus Directive Regulation"	EU Prospective Directive Regulation (2004/89/EC)
"Prospectus Rules"	the prospectus rules issued by the FCA under Part VI of FSMA
"PSP"	the IntegraFin Performance Share Plan 2018
"Receiving Agent"	Equiniti Limited
"Registrar"	Equiniti Limited

"Regulated Subsidiaries"			IFAL, ILUK and ILInt and "Regulated Subsidiary" shall mean any one of them as the context may require
"Regulation S"			Rules 901 to 905 (including Preliminary Notes) of Regulation S promulgated under the Securities Act
"Relevant Member State"	Directive		a Member State which has implemented the Prospectus
"Remuneration Committee"	(a)		in paragraph 4 of Part 3 of this Prospectus and paragraph 6.1 of Part 11 of this Prospectus, means:
		(i)	in relation to any Executive Director, the remuneration committee of the Board; or
		(ii)	in relation to any other employees of the Group, the Chief Executive Officer for the time being of the Company or, in the event of his incapacity (as may be further described in the service agreement of the Chief Executive Officer), any person who is acting in the capacity of the chief executive officer of the Company at such time; and
	(b)	elsewhere	in this Prospectus, the remuneration committee of the Board
"RIS"	Listing Rules		any channel recognised as a channel for the dissemination of regulatory information by listed companies, as defined in the
"SDRT"			UK stamp duty reserve tax
"SEC"			the United States Securities and Exchange Commission
"Securities Act"			US Securities Act 1933, as amended
"Selling Shareholders"			those persons listed in paragraph 1 of Part 9 of this Prospectus
"Senior Managers"			those persons identified as senior managers of the Group in Part 3 of this Prospectus, being the Executive Directors, Judith Davidson, Jonathan Gunby and David Johnson
"Share Dealing Code"			the EU Market Abuse Regulation, any statute, order or regulation on dealing in the Company's securities or the Company's share dealing code from time to time
"Shareholders"			the holders of Ordinary Shares from time to time
"Share Incentive Schemes"			the PSP, the SIP 2018 and the SIP 2005
"SIP 2005"			the IntegraSIP Share Incentive Plan
"SIP 2018"			the IntegraFin Share Incentive Plan 2018
"Sponsor"	Peel Hunt
"Subsidiary"			has the meaning given to it in section 1162 of the 2006 Act and includes group companies included in the consolidated financial statements of the Group from time to time
"Takeover Panel" or "Panel"			the UK Panel on Takeovers and Mergers
"UK" or "United Kingdom"			the United Kingdom of Great Britain and Northern Ireland
"UK Corporate Governance Code"			the Principles of Good Governance and Code of Best Practice maintained by the Financial Reporting Council

"UK Listing Authority" or "UKLA"	the FCA in its capacity as competent authority for the purposes of Part VI FSMA
"uncertificated" or "in uncertificated form"	in relation to a share or other security, title to which is 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
"UK" or "UK"	the UK 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

GLOSSARY

The following technical terms or other abbreviations (or variations of them) are used in this Prospectus:

"AML"	anti-money laundering
"APER"	the FCA's Statement of Principles and Code of Practice for Approved Persons
"ASM"	adviser support manager
"B2B"	business-to-business
"BDM"	business development manager
"CAGR"	compound annual growth rate, an average growth rate over a period of several years
"CASS"	the Client Assets Sourcebook
"CFT"	counter financing of terrorism
"CGC"	Corporate Governance Code of Practice for Regulated Insurance Entities
"COBS"	the Conduct of Business Sourcebook
"COSO"	the Committee of Sponsoring Organisation of the Treadway Commission
"D2C"	direct-to-consumer
"DB"	defined benefit
"DC"	defined contribution
"EPP"	executive pension plan
"ETF"	exchange traded fund
"FCA Rules"	the FCA Handbook of Rules and Guidance
"FOS"	Financial Ombudsman Service
"FSC"	the Isle of Man Financial Supervision Commission
"FSCS"	Financial Services Compensation Scheme
"FUD"	funds under direction
"GIA"	General Investment Account
"High Net Worth investor"	an individual investor with a net worth in excess of £1 million
"IAIS"	the International Association of Insurance Supervisors
"ICPs"	the Insurance Core Principles
"IFPRU Remuneration Code"	the FCA's IFPRU Remuneration Code (SYSC 19A)
"IPA"	the Isle of Man Insurance and Pensions Authority
"IT"	information technology
"ISA"	Individual Savings Account
"KID"	key information document

"KPI"	key performance indicator
"Mass Affluent investor"	an individual investor with a net worth of between £50,000 and £1 million
"Mass Market investor"	an individual investor with a net worth of less than £50,000
"MCR"	minimum capital requirement
"net revenues"	gross revenues less cost of sales
"OEIC"	open-ended investment company
"operating profit"	earnings before interest and tax adjusted to exclude exceptional items relating to one-off, non-recurring income and costs, including costs associated with the Offer and Admission
"operating profit margin"	operating profit as a percentage of net revenues
"portfolio"	a collection of investments that can include any or all asset types
"PPP"	personal pension plan
"PRIIPs"	packaged retail and insurance-based investment products
"PRIN"	the Principles for Businesses
"QSP"	qualifying savings plan
"RDR"	Retail Distribution Review
"S32" or "S32 Buyout Bond"	Section 32 Buy-out Bond
"SCR"	solvency capital requirement
"SIMR"	Senior Insurance Managers Regime
"SIPP"	Self-Invested Personal Pension
"SMCR"	Senior Managers and Certification Regime
"SMF"	Senior Management Function
"SREP"	Supervisory Review and Evaluation Process
"SYSC"	Senior Management Arrangements, Systems and Controls Sourcebook of the FCA Handbook
"Tax wrapper"	a tax break that an investor can "wrap" around their investment(s) so that they are sheltered from paying some or all tax on them. For example, common tax wrappers are ISAs and pensions (such as SIPPs)
"VCT"	venture capital trust

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IntegraFin Holdings PLC — Capital/Financing Update 2018

4994_prs_2018-02-27_7901e46e-fb6f-428c-b9df-2cdaf3a8f75c.pdf

INTEGRAFIN HOLDINGS PLC

Offer of 90,631,302 Existing Ordinary Shares at an Offer Price of 196 pence per Existing Ordinary Share

Admission of all Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities

Issued ordinary share capital immediately following Admission

with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information contained in this Prospectus.

NOTICE TO CERTAIN INVESTORS

CONTENTS

SUMMARY

RISK FACTORS

Risks relating to the Group's business and the industry in which it operates

1. The Group's business may be adversely affected by fluctuations in the capital markets as well as economic, political and market factors that are beyond the Group's control

2. The Group's principal market, being the financial adviser platform market, is competitive

3. The Group's operations are susceptible to cybercrime and loss of personal data which could damage the Group's reputation

4. The Group's operational infrastructure may be affected by failures, damage, breakdown or interruption from events, some of which are beyond the Group's control

5. The Group is dependent upon the continued services of its Senior Managers and other key employees for the growth and success of the business

6. Most of the Group's revenue is derived from financial advisers using Transact to manage their clients' financial plans and the Group is therefore exposed to risks relating to its relationships with financial advisers

7. The markets in which the Group operates are characterised by continued improvements in operational infrastructure. Failure to keep pace with such changes could have a material adverse effect on the Group's business, results of operations and financial condition

8. The technology underpinning Transact is maintained and developed in-house

9. The Group may be materially adversely affected by mistakes and/or misconduct by its personnel, including non-compliance with regulatory procedures or by any errors or omissions in any work undertaken previously by the Group

10. The Group may not achieve levels of growth consistent with those that it has achieved historically

11. The Group may suffer losses and its insurance arrangements may not be adequate

Risks relating to regulation to which the Group is subject

12. The Group is subject to regulation and benefits from regulatory approvals. The Group may fail, or be held to have failed, to comply with regulations and such regulations and approvals may change, making compliance more onerous and costly

13. The Group is exposed to the risk of changes in taxation legislation and its interpretation and to increases in the rate of corporation and other taxes applicable to financial institutions

14. The Group's business is subject to risks relating to changes in government policy and applicable regulations affecting the UK financial adviser platform market and related matters

15. The Group may require additional capital in the longer term, depending on factors such as regulatory changes. Such additional capital may not be available or may only be available on unfavourable terms

17. Increases in the amounts that the Group is required to contribute to compensation schemes in the UK and Isle of Man in respect of authorised financial services firms that are unable to meet their obligations to clients could adversely affect its business

18. Regulatory and other changes resulting from the UK's exit from the EU could impact the Group's results

Risk relating to the Offer and the Ordinary Shares

19. Substantial future sales of Ordinary Shares could affect the market price of the Ordinary Shares

20. An active trading market for the Ordinary Shares may not develop or be sustained

21. The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which will be out of the Group's control

22. Exchange rate fluctuations may impact on the price of the Ordinary Shares

23. The Company may not be able to continue paying dividends at current levels, or at all, and Shareholders may earn a negative or no return on their investment in the Company

24. The issue of additional Ordinary Shares in the Company in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings

25. If securities or industry analysts do not publish research or reports about the Group's business, or if they downgrade their recommendations, the market price of the Ordinary Shares and their trading volume could decline

26. Suitability of the Ordinary Shares as an investment

27. Shareholders outside the UK may not be able to participate in future equity offerings

EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS

Expected timetable of principal events

Offer Statistics

DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS

PRESENTATION OF INFORMATION

General

Presentation of financial information and non-financial operating data

Historical financial information

Funds under direction ("FUD")

Adjusted operating profit

Adjusted operating profit margin

Operational and statistical data

Market, industry and economic data

Information regarding forward-looking statements

Information not contained in this Prospectus

No incorporation of website information

Rounding

Constitution

Interpretation

PART 1

THE UK WEALTH MANAGEMENT AND FINANCIAL ADVISER PLATFORM MARKETS

1. The UK wealth management market

2. The UK financial adviser platform market

2.1 History

2.2 Outlook

PART 2

INFORMATION ON THE GROUP

1. Overview and history of the Group

2. Business model and principal activities

2.1 Overview of the Platform

2.2 The Transact model

2.2.1 Transact's offering to clients and advisers

2.2.2 Transact's additional offering to advisers

2.3 Wrappers and assets available on Transact

2.3.1 Tax wrappers available on Transact

FUD Split by Wrapper Type (as at 30 September 2017)

2.3.2 Asset types available on Transact

2.4 Charging structure

2.5 Summary Group structure

IntegraFin Holdings PLC Capital/Financing Update 2018