THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you should seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (who is, if you are resident in the UK, duly authorised under FSMA or, if you are not, from another appropriately authorised independent financial adviser).

If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares, please send this document, together with any accompanying documents, as soon possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except that, subject to certain limited exceptions, such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including the United States and any of the other Excluded Territories.

The release, publication or distribution of this document, in whole or in part, in or into or from jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves of, and observe, any such restrictions and applicable requirements. Any failure to comply with such restrictions or applicable requirements may constitute a violation of the securities laws of any such jurisdictions.

This document comprises (i) a circular prepared in accordance with the Listing Rules made under section 73A of FSMA for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out in Part 25 (Xafinity plc Notice of General Meeting) of this document; and (ii) a prospectus prepared in accordance with the Prospectus Rules made under section 73A of FSMA relating to the New Ordinary Shares proposed to be allotted and issued by Xafinity plc. This document has been approved by the FCA in accordance with section 87A of FSMA and made available to the public in accordance with the Prospectus Rules. This document, together with the documents incorporated into it by reference (as set out in Part 23 (Information Incorporated by Reference) of this document) will be made available to the public free of charge, at www.xafinity.com and at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT.

The Company and the Directors (whose names appear on page 43 of this document) accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

Xafinity plc

Incorporated in England and Wales under the Companies Act 2006 with registered number 08279139

Proposed acquisition of Punter Southall Holdings Limited

and

Proposed Firm Placing of 30,645,990 Firm Placing Shares at 170 pence per share, Placing and Open Offer of 10,530,480 Open Offer Shares at 170 pence per share, issue of 25,766,871 Completion Shares and up to 6,134,969 Earn Out Shares in connection with the proposed acquisition of Punter Southall Holdings Limited, applications for admission of the Capital Raising Shares and Completion Shares to the premium listing segment of the Official List and to trading on the Main Market

and

Notice of General Meeting

Sponsor and Financial Adviser Deloitte Corporate Finance

Joint Bookrunner and Sole Broker Zeus Capital

Joint Bookrunner and Sole Underwriter Liberum Capital

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Xafinity plc which is set out in Part 7 (Letter from the Chairman) of this document, and which contains a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Part 2 (Risk Factors) of this document includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document.

Applications will be made for the Capital Raising Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market (together, ''Admission of the Capital Raising Shares''). It is expected that Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 5 January 2018. Additionally, applications will be made for the Completion Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market (together, ''Admission of the Completion Shares''). It is expected that Admission of the Completion Shares will become effective and that dealings in the Completion Shares will commence at 8.00 a.m. on 11 January 2018.

A Notice of General Meeting of the Company, to be held in the Windsor Room at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB at 10.30 a.m. (London time) on 4 January 2018, is set out in Part 25 (Xafinity plc Notice of General Meeting) of this document. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by not later than 10.30 a.m. on 2 January 2018 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). If you are a member of CREST, you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 10.30 a.m. on 2 January 2018 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, should you so wish.

Deloitte Corporate Finance, a division of Deloitte LLP (''Deloitte'') has been appointed as sponsor and financial adviser to the Company. Deloitte LLP is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this document. Deloitte will not regard any other person (whether or not a recipient of this document) as its client in relation to the transactions and arrangements described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deloitte, or for providing any advice in relation to the contents of this document, nor any of the transactions and arrangements described in this document.

Zeus Capital Limited (''Zeus Capital'') has been appointed as joint bookrunner and sole broker to the Company. Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this document. Zeus Capital will not regard any other person (whether or not a recipient of this document) as its client in relation to the transactions and arrangements described in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Zeus Capital or for providing any advice in relation to the contents of this document, nor any of the transactions and arrangements described in this document.

Liberum Capital Limited (''Liberum Capital'') has been appointed as joint bookrunner and sole underwriter to the Company. Liberum Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this document. Liberum Capital will not regard any other person (whether or not a recipient of this document) as its client in relation to the transactions and arrangements described in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum Capital or for providing any advice in relation to the contents of this document, nor any of the transactions and arrangements described in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Deloitte, Zeus Capital and Liberum Capital by FSMA, or the regulatory regime established thereunder, or by the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, each of Deloitte, Zeus Capital and Liberum Capital accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, the Company or any other person in connection with the Company, the Ordinary Shares or the matters described in this document and nothing contained in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Deloitte, Zeus Capital and Liberum Capital 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 document or any such statement.

In connection with the Capital Raising, each of Zeus Capital and Liberum Capital, and any of their respective affiliates, acting as an investor for their own accounts, may subscribe for or acquire Capital Raising Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own accounts in such Capital Raising Shares and other securities of the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in this document to the Capital Raising Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by Zeus Capital and/or Liberum Capital any of their respective affiliates acting as an investor for their own accounts. Neither Zeus Capital nor Liberum Capital intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Each of Zeus Capital and Liberum Capital, and any of their respective affiliates, may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which they would have received customary fees. Each of Zeus Capital and Liberum Capital and any of their affiliates may provide such services to the Company and any of their respective affiliates in the future.

This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, Capital Raising Shares, Completion Shares or Earn Out Shares in any jurisdiction in which such an offer or solicitation is unlawful and, in particular and subject to certain exceptions, is not for distribution or publication in or into the United States, Australia, Canada, Japan or South Africa.

Unless otherwise determined by the Company in its sole discretion and permitted by applicable law and regulation, this document and the accompanying Form of Proxy are not being, nor may they be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent outside of the United Kingdom, including in, into or from the United States or any of the other Excluded Territories, and persons receiving this document and the accompanying Form of Proxy (including, without limitation, trustees, nominees and custodians) must not send them outside of the United Kingdom, including in or into the United States or any of the other Excluded Territories, as to do so may constitute a violation of the securities laws of any such jurisdictions. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and any accompanying Form of Proxy to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

None of the New Ordinary Shares, nor any Open Offer Entitlements or Excess Open Offer Entitlements, have been nor will be registered under the US Securities Act of 1933, as amended (the ''US Securities Act''), nor with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, nor qualified for distribution under any applicable securities laws outside of the United Kingdom. None of the New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of the United States. There will be no public offer of the New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements in the United States. The New Ordinary Shares are being offered and sold (i) outside the United States in ''offshore transactions'' as defined in and pursuant to Regulation S under the US Securities Act (''Regulation S'') and (ii) within the United States, only to a limited number of persons reasonably believed to be ''qualified institutional buyers'' (''QIBs''), as defined in Rule 144A under the US Securities Act (''Rule 144A'') pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

None of the New Ordinary Shares, the Form of Proxy, the Open Offer Entitlements, the Excess Open Offer Entitlements, this document nor any other document connected with the transactions and arrangements described in this document have been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States, or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering and/or allotment and issue of the New Ordinary Shares, the Form of Proxy, or the accuracy or adequacy of this document or any other document connected with the Capital Raising or this document. Any representation to the contrary is or may be a criminal offence in the United States.

Recipients of this document may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information in it for any purpose other than considering an investment in Ordinary Shares. Recipients of this document agree to the foregoing by accepting delivery of this document.

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

Notwithstanding that summaries of certain financial information are provided in this document, Shareholders should read the whole of this document and not rely solely on the summarised financial information.

The contents of this document are not to be construed as legal, business or tax advice. Shareholders should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

All references in this document to a Part, Section, paragraph or page are to the relevant part, paragraph or page of this document unless otherwise stated or the context otherwise requires.

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

This document is dated 7 December 2017.

PART 1	SUMMARY INFORMATION	5
PART 2	RISK FACTORS	21
PART 3	IMPORTANT INFORMATION	35
PART 4	DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS	43
PART 5	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	44
PART 6	SHARE CAPITAL AND CAPITAL RAISING STATISTICS	45
PART 7	LETTER FROM THE CHAIRMAN OF XAFINITY PLC	46
PART 8	TERMS AND CONDITIONS OF THE ACQUISITION	61
PART 9	INFORMATION CONCERNING THE NEW ORDINARY SHARES	69
PART 10	TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING	71
PART 11	TERMS AND CONDITIONS OF THE OPEN OFFER	79
PART 12	QUESTIONS AND ANSWERS ABOUT THE OPEN OFFER	103
PART 13	INFORMATION ON THE XAFINITY GROUP	110
PART 14	INFORMATION ON THE TARGET GROUP	129
PART 15	OPERATING AND FINANCIAL REVIEW OF XAFINITY	136
PART 16	CAPITALISATION AND INDEBTEDNESS	137
PART 17	HISTORICAL FINANCIAL INFORMATION RELATING TO XAFINITY	139
PART 18	HISTORICAL FINANCIAL INFORMATION RELATING TO THE TARGET GROUP	140
PART 19	UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP	167
PART 20	UK TAXATION	175
PART 21	DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE	179
PART 22	ADDITIONAL INFORMATION	186
PART 23	INFORMATION INCORPORATED BY REFERENCE	221
PART 24	DEFINITIONS	222
PART 25	XAFINITY PLC NOTICE OF GENERAL MEETING	233

SUMMARY INFORMATION

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

This summary contains all the Elements required to be included in a summary for this type of security 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 security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ''not applicable''.

	Section A – Introduction and warnings
A.1	Introduction and warnings	This summary should be read as an introduction to this document. Any decision to invest in the securities should be based on consideration of this document as a whole by the investor.
		Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the Member State, have to bear the costs of translating this document 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 document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries	Not applicable. The Company is not engaging any financial intermediaries for any resale of securities or final placement of securities after publication of this document.
	Section B – Issuer
B.1	Legal and commercial name	The Company's legal and commercial name is Xafinity plc.
B.2	Domicile/ legal form/ legislation/ country of incorporation	The Company is a public limited company, incorporated in England and Wales, with its registered office situated in England and Wales. The principal legislation under which the Company operates is the Companies Act.
B.3	Current operations, principal activities and markets	Xafinity Group Xafinity is a pensions actuarial, consulting and administration business providing a wide range of services to over 550 pension scheme clients. The Company combines expertise, insight and technology to address the needs of both pension trustees and sponsoring companies. The Xafinity Group has more than 400 employees, of which approximately 90 per cent are client facing, with offices in Reading, Leeds, Stirling, Belfast, London and Manchester providing it with access to staff, expertise and clients in

geographic locations across the UK.

		Xafinity enjoys very high levels of client loyalty with 80 per cent of the top 20 fee payers having been clients for over 10 years. This, combined with the predictable nature of the activities carried out by the Xafinity Group, means that a high proportion of the Xafinity Group's revenues repeat each year. Xafinity's principal businesses operate in three key markets: (i) the Xafinity Pensions Advisory and Administration Business and the HR Trustees business operate primarily in the UK DB market; (ii) Xafinity's Master Trust platform, called the National Pension Trust, operates in the UK DC market; and (iii) the SSAS and SIPP Business operates in the UK SSAS and SIPP services market.
		The principal activity of the Company is that of a holding company for the Xafinity Group. The Company has been listed on the premium segment of the London Stock Exchange's Main Market since 16 February 2017.
		Target Group
		PS Group was established in 1988 to provide actuarial, administration and investment consulting services to UK occupational pension schemes. Two of the founders of PS Group were Jonathan Punter and Stuart Southall.
		The Target Group operates three of the PS Group's key businesses. They are:
		* the Actuarial Consulting Business, which provides actuarial advice to the trustees or employer sponsors of approximately 425 UK occupational pension schemes;
		* the Pensions Administration Business, which administers pensions for approximately 380,000 scheme members belonging to more than 200 UK occupational pension schemes; and
		* the Investment Consulting Business, which provides specialist consulting services, including investment strategy, risk management and investment governance, to the trustees or employer sponsors of over 115 UK occupational pension schemes.
		The Directors believe the Target Group to be a high-quality business with operations that are very similar in nature to those of the Xafinity Group.
B.4a	Significant recent trends affecting the Group and the industries in which it operates	The Xafinity Group, the Target Group and the UK pensions industry The Xafinity Group and the Target Group each operate within the same industry and markets, which are described below.
		Defined benefit market
		There are currently more than 6,000 UK DB Schemes, of which 64 per cent remain open to future benefit accrual, with aggregate liabilities of approximately £1.8 trillion. There are 11 million members of DB schemes in the UK private sector, of which 60 per cent have yet to retire and draw an income from their scheme.
		Due to the growing costs and risks of running such schemes, most UK DB Schemes are now closed to new entrants and the number that have closed to future accrual is increasing. Nevertheless, liabilities in respect of UK DB Schemes are expected to take a long time to ''run off'' given that the majority of members of such schemes are yet to begin drawing a pension, and the remaining life expectancy of a member in their early forties today is typically over 40 years. Based on aggregate data for all DB schemes in the UK private sector, payments out of schemes to members are expected to rise between now until beyond 2040, and due to the ''unwinding of the discount rate'', the present value of scheme liabilities is also expected to rise for each of the next 10-20 years.

In recent years, a key trend in the UK DB Scheme market has been the increased appetite of scheme trustees and sponsors to consider and implement de-risking strategies with a view to managing costs and risks associated with UK DB Schemes. The Xafinity Directors believe that the services required by scheme trustees will therefore continue to be required for a long time, and an increase in liabilities over time, together with an increasing number of pension schemes employing professional trustees, will drive an increase in de-risking projects.

In the area of investment advice for UK DB Schemes, the FCA has recently carried out a review of the activities of investment consultants amid concerns regarding a lack of competition in the sector given the market share held by the ''big three'' Global Consultancies. The FCA also expressed concerns in relation to potential conflicts of interest where investment consultants advise on their own in-house fiduciary management services. Data from KPMG shows that the fiduciary market has grown tenfold since 2007, with three quarters of those contracts managed by investment consultants. As a result of the FCA's findings, the CMA has now launched an investigation into the UK market for investment advisory services.

Although there is uncertainty in relation to the outcome of the CMA's review, the Xafinity Directors believe that any actions that seek to reduce the market share of the ''big three'' Global Consultancies, or introduce a greater separation of traditional investment consulting and fiduciary management services, could benefit firms such as Xafinity. The Xafinity Directors believe that the Enlarged Group may have an enhanced ability to benefit from opportunities arising from the CMA's review.

Defined contribution market

There are currently approximately 35,000 UK workplace DC Schemes with AUM of approximately £380 billion. Total contributions into UK DC Schemes during the period of 2012 to 2016 increased from £2.1 billion per annum to £3.6 billion per annum as a result of the continued closure of UK DB Schemes, the introduction of ''auto enrolment'' requirements and the popularity of UK DC Schemes among private sector employers. The Pensions Policy Institute estimates that the value of assets in these UK DC Schemes could grow to over £600 billion by 2030.

Historically, DC schemes operated in a simple manner. The majority of members invested contributions made by them or their employer until their retirement, at which point they were required to purchase an annuity. In April 2015, UK pension regulations were fundamentally changed such that pension scheme members are no longer required to purchase an annuity upon retirement, providing additional flexibility as to how individuals may use their DC pension pots (''Freedom and Choice''). Members are now able to leave their funds invested, to draw on them as they wish from time to time.

In order to provide members with access to the flexibilities to which Freedom and Choice gives rise, the trustees and sponsoring employers of UK DC schemes may either upgrade their existing arrangements, which has an up-front cost and also an increased ongoing administration burden, or they can link or transfer their scheme to one that has been upgraded to provide Freedom and Choice flexibilities. This is leading to an increasing popularity of Master Trusts, which provide such flexibility, as the preferred solution for UK DC Schemes.

SSAS and SIPP markets

While SSASs have remained a more niche product, the SIPP has become a mainstream pension product and, according to MoretoSIPPs, it is estimated that approximately 1.4 million SIPPs exist with assets of approximately £175 billion.

		The SIPP market has grown significantly in the past decade, driven by the shift towards defined contribution arrangements, a growing awareness of pensions generally, advances in technology and online financial tools, and the desire by individuals to retirement provisions. This had led to rapid growth in the number of SIPP providers that exist in the market, which has in turn led to much stronger regulation and, more recently, market consolidation. Performance of the Group since 30 September 2017 The performance of the Xafinity Group since 30 September 2017 has remained in line with the Board's expectations with an increasing focus on targeting new clients across the Pensions Advisory and Administration Business and NPT.	take personal ownership	over their own
B.5	Group structure	The Company holds and, in the case of the Target Group, will hold following Completion, the Group's operating companies through certain wholly-owned intermediate holding companies.
B.6	Major Shareholders	As at the Latest Practicable Date, the Company had been notified in accordance with the Transparency Rules of the following interests in voting rights attaching to Ordinary Shares:
		Shareholder	Number of Ordinary Shares	Percentage of Ordinary Shares
		BlackRock Investment Management (UK) Limited Schroder Investment Management	14,129,432	10.32%
		Limited	13,679,209	9.99%
		Invesco Asset Management Limited	10,755,395	7.86%
		AXA Investment Managers Limited Franklin Templeton Fund Management	8,657,838	6.32%
		Ltd Threadneedle Asset Management	8,309,352	6.07%
		Limited	8,276,708	6.05%
		Wellington Management Company LLP Unicorn Asset Management Limited	6,990,694 6,864,151	5.11% 5.01%
		Save as disclosed in this Section, the Company is not aware of any holdings of voting rights (within the Transparency Rules) which represent three per cent or more of the total voting rights in respect of the issued share capital of the Group.	meaning of Chapter	5 of the
		No Shareholder has or will have any special voting rights over any Ordinary Shares and, following Admission of the Capital Raising Shares, all New Ordinary Shares will rank pari passu in all respects with all other Ordinary Shares.
		The Company is not aware of any person or persons who, directly or indirectly, acting jointly with others or acting alone, exercised or could exercise control over the Company. The Company is not aware of any arrangements the operation of which may, at a subsequent date, result in a change in control of the Company.
B.7	Selected historical key	The Xafinity Group
	financial information	The selected key historical financial information set out below has been extracted without material adjustment information of the Xafinity Group, and the financial information in the IPO Prospectus, for the financial years ended 31 March 2015, 2016 and 2017,	from the	audited financial

and the unaudited interim financial information for the six months to 30 September 2016 and the six months to 30 September 2017.

Xafinity Group Summary Income Statement

					6 months
	Year ended 31 March 2015 £'000	Year ended 31 March 2016 £'000	Year ended 31 March 2017 £'000	6 months ended 30 September 2016 £'000	ended 30 September 2017 (unaudited) £'000
Revenue Administrative	49,970	51,769	52,038	26,017	26,592
expenses	(40,504)	(40,602)	(56,556)	(20,568)	(21,288)
Operating profit/loss	9,466	11,167	(4,518)	5,449	5,304
Adjusted EBITDA Aggregate finance	15,610	16,703	17,463	8,495	8,653
(costs)/income Profit/(loss) before	(8,187)	(7,861)	8,646	(3,720)	(397)
taxation Profit/(loss) for the	1,279	3,306	(13,164)	1,729	4,907
period	746	2,991	(12,791)	954	3,851

Xafinity Group Summary Balance Sheet

					As at
	As at	As at	As at	As at	30 September
	31 March	31 March	31 March	30 September	2017
	2015	2016	2017	2016	(unaudited)
	£'000	£'000	£'000	£'000	£'000
Non-current assets	67,955	63,505	59,973	61,480	58,724
Current assets	18,062	15,250	17,797	18,618	17,953
Non-current
liabilities	71,810	90,501	39,371	90,940	34,837
Current liabilities	15,330	9,600	9,450	9,550	9,699
Total (deficit)/equity	(1,123)	(21,346)	28,949	(20,392)	32,141

Xafinity Group Summary Cash Flow Statement

Year ended 31 March 2015 £'000	Year ended 31 March 2016 £'000	Year ended 31 March 2017 £'000	6 months ended 30 September 2016 £'000	6 months ended 30 September 2017 (unaudited) £'000
14,221	13,263	11,399	6,454	7,357
(2,569)	(574)	(1,165)	(332)	(858)
(14,860)	(16,622)	(8,094)	(2,698)	(5,713)
6,673	2,740	4,880	6,164	5,666

There has been no significant change in the financial or trading position of the Group since 30 September 2017, being the date to which the latest unaudited financial information was prepared.

The Target Group

The selected key historical financial information set out below has been extracted without material adjustment from the combined historical financial information of the Target Group, included in this document, for the financial years ended 31 December 2014, 2015 and 2016.

Target Group Summary Income Statement
	Year ended 31December 2014 £'000	Year ended 31December 2015 £'000	Year ended 31December 2016 £'000
Revenue Administrative	45,475	47,054	51,018
expenses	(36,427)	(37,611)	(40,382)
Operating profit	9,048	9,443	10,635
Adjusted EBITDA Aggregate finance	9,345	9,893	11,050
(costs)/income	(21)	(9)	(4)
Profit before taxation	9,027	9,435	10,631
Profit for the period	9,097	9,142	10,744

Target Group Summary Balance Sheet

	As at 31December 2014 £'000	As at 31December 2015 £'000	As at 31December 2016 £'000
Non-current assets	1,371	1,554	1,140
Current assets	20,270	21,806	24,849
Non-current liabilities	1,341	1,004	3,536
Current liabilities	5,534	7,954	9,309
Invested capital	14,767	14,403	13,143

Target Group Summary Cash Flow Statement

	Year ended 31December 2014 £'000	Year ended 31December 2015 £'000	Year ended 31December 2016 £'000
Net cash inflow from operating activities Net cash inflow from	8,242	8,595	8,878
investing activities	—	85	75
Net cash outflow from financing activities Cash and cash	(6,009)	(9,965)	(9,051)
equivalents	4,559	3,274	3,176

Save as described below, there has been no significant change in the financial or trading position of the Target Group since 31 December 2016, being the latest date to which the historical financial information has been prepared.

On 7 December 2017, the BGJ Deed of Apportionment was entered into, pursuant to which Punter Southall Limited ceased to be a participating employer in respect of the BGJ DB Scheme, and its liabilities in respect of the BGJ DB Scheme have been retained within (or transferred to) the PS Group under a statutory mechanism known as a ''flexible apportionment arrangement''. Under the BGJ Deed of Apportionment, Bonneysave Limited has taken over responsibility for all of Punter Southall Limited's liabilities to under or in connection with the BGJ DB Scheme. The impact of the transfer of the BGJ DB Scheme on the Target Group's net assets as at 31 December 2016 is the removal of the BGJ DB Scheme liability of £3.3 million and the associated deferred tax asset of £0.6 million.

The unaudited pro forma net assets statement and pro forma statement of profit and loss (the ''Pro Forma Financial Information''), set out below, have been prepared to illustrate the effects of the Capital Raising and the Acquisition on the net assets of the Group, as if the Capital Raising and Acquisition had taken place on 30 September 2017, and on the profit and loss of the Group for the year ended 31 March 2017, as if the Capital Raising and Acquisition had taken place on 1 April 2016.
The unaudited Pro Forma Financial Information has been prepared for illustrative purposes only in accordance with Annex II of the Prospectus Directive Regulation, and should be read in conjunction with the notes set out below. Due to addresses a hypothetical situation and therefore does not purport to represent the Group's financial position or results of operations had the Capital Raising and Acquisition been completed on the dates indicated, nor does it purport to represent the results of operations at any future period or the financial position at any future date. It does not reflect the results of any purchase price allocation exercise; any such exercise would be completed following the Acquisition. The adjustments within the unaudited Pro Forma Financial Information are expected to have a continuing impact on the Group unless otherwise stated. No account has been taken of any results or other activity since 30 September 2017 in respect of the Group's net assets, since 31 March 2017 in respect of the Group's operations, and since 31 December 2016 in respect of the Target Group's net assets and operations.	its nature,	the Pro Forma	Financial	Information
The unaudited Pro financial statements within the meaning of section 434 of the Companies Act. Shareholders should read the whole of this document and not rely solely on the summarised financial information in this summary.	Forma	Financial Information	does not	constitute
The unaudited Pro Forma Financial Information has been prepared in a manner consistent with the accounting policies adopted by the Group in preparing the historical financial information as at and for the year ended 31 March 2017.
Summary pro forma income statement for the Enlarged Group for the year ended 31 March 2017
	Xafinity Group for the year ended 31 March 2017 £'000	Target Group for the year ended 31 December 2016 £'000	Adjustments	Pro forma Enlarged Group £'000
Revenue	52,038	51,018	(2,548)	100,508
Administrative expenses	(56,556)	(40,383)	(2,053)	(98,992)
Operating profit Adjusted EBITDA	(4,518) 17,463	10,635 11,050	(4,601) (947)	1,516 27,566
Aggregate finance
(costs)/income (Loss)/Profit before	(8,646)	(4)	(716)	(9,366)
taxation (Loss)/Profit for the	(13,164)	10,631	(5,317)	(7,850)
period	(12,791)	10,744	(5,181)	(7,228)

		Summary pro forma statement of net assets for the Enlarged Group as at 30 September 2017
			Xafinity Group as at 30September 2017 £'000	Target Group as at 31 December 2016 £'000	Adjustments	Pro forma Enlarged Group £'000
		Non-current assets Current assets Non-current liabilities Current liabilities Net assets / Invested capital	58,724 17,953 34,837 9,699 32,141	1,140 24,849 3,536 9,309 13,143	144,867 (11,557) 26,617 (3,214) 109,906	204,730 31,244 64,990 15,794 155,190
B.9	Profit forecast / estimates	Not applicable – no profit forecasts or estimates have been made.
B.10	Qualifications in the audit report	Not applicable – there are no qualifications made in the audit report.
B.11	Insufficient working capital	Not applicable. The Company is of the opinion that, taking into account the bank and other facilities available to the Group, the working capital available to the Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this document. The Company is of the opinion that, taking into account the net proceeds of the Capital Raising and the bank and other facilities available to the Enlarged Group, the working capital available to the Enlarged Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this document.
		Section C – Securities
C.1	Type and class of securities being offered	The Company proposes to issue 30,645,990 Firm Placing Shares pursuant to the Firm Placing and 10,530,480 Open Offer Shares pursuant to the Placing and Open Offer. The Company also proposes to issue 25,766,871
		Acquisition.			Completion Shares and up to 6,134,969 Earn Out Shares pursuant to the
		The nominal value of each New Ordinary Share is £0.0005.
		When admitted to trading, the New Ordinary Shares will have an ISIN of GB00BDDN1T20 and SEDOL number BDDN1T2, and will be traded under the ticker symbol XAF.
		The ISIN for the Open Offer Entitlements is GB00BD3HSL53 and the ISIN for the Excess Open Offer Entitlements is GB00BD3HSM60.
C.2	Currency	The Ordinary Shares are denominated in pounds sterling.
C.3	Issued share capital	As at the Latest Practicable Date, the Company had in issue 136,896,244 fully paid Ordinary Shares of £0.0005 each.

		the Listing Rules allow 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 right to share in the profits of the Company.
		The New Ordinary Shares are not redeemable. However, the Company may purchase or contract to purchase any of the Ordinary Shares on- or off-market, subject to the Companies Act and the requirements of the Listing Rules.
C.5	Restrictions on transfer	Not applicable. The New Ordinary Shares will be freely transferable and there are no restrictions on transfer.
C.6	Admission to trading	Applications will be made for the Capital Raising Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that the Admission of the Capital Raising Shares will become effective, and that dealings in the Capital Raising Shares will commence, at 8.00 a.m. on 5 January 2018.
		Additionally, applications will be made for the Completion Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that Admission of the Completion Shares will become effective and that dealings in the Completion Shares will commence at 8.00 a.m. on 11 January 2018.
C.7	Dividend policy	The Board has adopted a progressive dividend policy. It still expects to retain sufficient capital to fund ongoing operating requirements, an appropriate level of dividend cover and funds to invest in the Group's long-term growth.

	Section D – Risks
D.1	Information on the key risks specific to the issuer or its industry	* The growth and success of the business of the Group, the Target Group and, following Completion, the Enlarged Group, is dependent on the continued services of the senior management teams and key employees. The loss of, or inability to recruit, the necessary personnel could have a material adverse effect on the business, results of operations and financial condition of the Group and, following Completion, the Enlarged Group.
		* In the 12 month period following the Acquisition, a number of senior executives within the Target Group will be retiring (on pre-agreed terms) from their roles. Although succession planning measures are being put in place, there can be no assurance that these measures will be successful or that the Group, the Target Group and, following Completion, the Enlarged Group, will be able to attract, develop or retain executives and key employees of the right calibre and who will be acceptable to clients (both in substitution for the retiring employees and more generally).
		* The success of the Group's, the Target Group's and, following Completion, the Enlarged Group's business depends upon the maintenance of good client relationships and their reputation for providing high quality professional services. If client expectations are not met, the reputation of the Group, the Target Group and, following Completion, the Enlarged Group could be damaged. The Group, the Target Group and, following Completion, the Enlarged Group, may suffer damage to its reputation as a result of factors such as litigation, regulatory action, misconduct, operational failures, mismanagement, breach of data protection legislation in relation to client data,

deterioration in its relationships with employees, fraud (by employees or by third parties), negative publicity or press speculation (whether or not valid) or a simple deterioration in the Group's, the Target Group's and, following Completion, the Enlarged Group's performance.
* Any loss or unintended disclosure of sensitive personal data could lead to damage to the Group's, the Target Group's and, following Completion, the Enlarged Group's reputation, regulatory censure, financial penalties, compensation claims, and/or litigation, which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations, or financial condition. Risks in this area will increase with the implementation of the EU's General Data Protection Regulations in 2018.
* Successful implementation of a smooth and efficient integration of the Target Group's operations following Completion will require a significant amount of management time and, as a result, may affect or impair the ability of the management team of the Enlarged Group to run the business effectively during the period of integration. In particular, the Transitional Services Agreement will be required from Completion in order to provide a number of services such as IT, finance and human resources functions for which the Target Group will, in the short term, remain reliant on PS Group. In addition, a number of offices leased or licensed by PS Topco (or another non Target Group company) will need to be wholly or partly transferred, or subleases or sublicenses granted, to a Xafinity Group entity, following Completion. If the integration process takes longer, or proves more costly than expected, or there is interruption to the services provided by PS Topco under the Transitional Services Agreement, or unforeseen complications or costs arise from legal or commercial negotiations with landlords or other parties with respect to the transfer of the relevant property interests, or other difficulties relating to the integration, of which the Directors are not yet aware, arise, such matters could have an adverse effect on the operations of the Enlarged Group.
* There is a risk that certain key clients of the Target Group, some of whom have short notice or change of control termination rights under their agreements with the Target Group, may cease to engage the Target Group (and, following Completion, the Enlarged Group) after the Acquisition (whether as a direct or indirect result of the Acquisition or otherwise). There is also a risk that synergy benefits from the Acquisition may fail to materialise, or that any such benefits may be materially lower than have been estimated. In addition, possible differences in the culture of the Group and the Target Group, or the impact of the integration process itself, may lead to the loss of employees, customers or suppliers of the Group, the Target Group or, following Completion, the Enlarged Group, the termination of contractual arrangements with customers, or requests from customers of the Group or the Target Group for a re-tender process. Any of the eventualities described above may have a material adverse effect on the financial position of the Enlarged Group.
* The Acquisition and any uncertainty regarding the effect of the Acquisition could cause disruptions to the businesses of the Enlarged Group. These uncertainties may materially and adversely affect the Enlarged Group's business and its operations. Any such issues may adversely affect the financial position of the Enlarged Group and, ultimately, the trading price of the Ordinary Shares.

	*	The Group, the Target Group and, following Completion, the Enlarged Group, may be materially adversely affected by mistakes and misconduct by its personnel, including non-compliance with regulatory procedures or by any errors or omissions in any work undertaken or previously undertaken by the Group or the Target Group.
	*	The Group's, the Target Group's and, following Completion, the Enlarged Group's principal market, being the professional services market to UK pensions arrangements, is competitive. Any failure by the Group, the Target Group and, following Completion, the Enlarged Group to compete effectively in the market for professional services to UK pensions arrangements could lead to a loss of business or a failure to win new business, each of which could lead to reduced revenue or profit margins and have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations or financial condition.
	*	Although the Group, the Target Group and, following Completion, the Enlarged Group, could stand to benefit from the outcome of the CMA's ongoing investigation into the market for investment advisory and fiduciary management services, the outcome of the review is uncertain, and the review could potentially result in adverse outcomes such as increased regulation, which may lead to an increase in ongoing compliance burdens, with a resulting increase in administrative and other costs for the Group, the Target Group and, following Completion, the Enlarged Group. In addition, the scope of the CMA review gives rise to a risk that the review's findings could have an adverse impact on the Group, the Target Group and, following Completion, the Enlarged Group.
	*	The Group's, the Target Group's and, following Completion, the Enlarged Group's future success depends on their ability to continue to perform and maintain their client contracts. If the Group, the Target Group and, following Completion, the Enlarged Group are unable to provide services under their client contracts, or have disputes with their clients over the services provided or to be provided under such contracts, or if the services to be provided under the client contracts are more demanding than anticipated, this may have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations or financial condition.
	*	The Group, the Target Group and, following Completion, the Enlarged Group may not be successful in their growth strategies and initiatives. There can be no assurance that the Group, the Target Group or, following Completion, the Enlarged Group will be able to continue the growth they have experienced in recent years, or that the Enlarged Group will be able successfully to implement its strategy for growth or successfully develop new initiatives. The Group, the Target Group and, following Completion, the Enlarged Group may also incur costs attempting to implement their growth strategies and initiatives and members of their business teams could be diverted away from existing business functions in its attempts to implement these strategies and initiatives, which could lead to the Group, the Target Group and, following Completion, the Enlarged Group, suffering reputational damage and a loss of clients, thereby having a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations or financial condition.
	*	The historical returns attributable to the Group's and the Target Group's products and strategies should not be considered indicative of such products and strategies' future results and returns of the

		Group's, the Target Group's and, following Completion, the Enlarged Group's future results and returns. There can be no assurance that products and strategies of the Group or the Target Group that have performed in the past will be able to avail themselves of profitable opportunities in the future, which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations or financial condition. The Group's, the Target Group's and, following Completion, the Enlarged Group's information technology systems may be affected by failures and breaches of security, which could materially and adversely affect the Group's, the Target Group's and, following Completion, the Enlarged Group's results of operations. Operating in the financial sector and being a holder of large volumes of sensitive personal data, the Group, the Target Group and, following Completion, the Enlarged Group may be a target for various forms of crime and cyber-crime, including theft, identity theft, money laundering or fraud, which could cause the Group, the Target Group and, following Completion, the Enlarged Group to suffer losses or incur fines or damage to its reputation which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations or financial condition. The Group, the Target Group and, following Completion, the Enlarged Group may be subject to litigation or regulatory claims and its insurance arrangements may not be adequate to protect the Group, the Target Group and, following Completion, the Enlarged Group which could have a material adverse effect on its reputation, business, results of operations or financial condition. The Group, the Target Group and, following Completion, the Enlarged Group are (in each case) subject to regulation each and benefits from regulatory approvals. The Group, the Target Group and, following Completion, the Enlarged 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. Any failure to comply with regulations, or changes in regulations and approvals, could materially adversely impact upon the Group, the Target Group and, following Completion, the Enlarged Group. * The Group, the Target Group and, following Completion, the Enlarged Group are reliant on third party providers of services. Any interruption in the services of these third parties or deterioration in their performance of the outsourced service could impair the timing and quality of the Group's, the Target Group's and, following Completion, the Enlarged Group's services to their clients, which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations or financial condition.
D.3	Key information on the key risks specific to the New Ordinary Shares	Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full (but not any Excess Open Offer Entitlements) will suffer a maximum dilution of approximately 17.2 per cent to their ownership and voting interests in the Company as a result of the Capital Raising. Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer and do not participate in the Firm Placing or the Placing, and Shareholders who are not eligible to participate in the Open Offer or in the Firm Placing or the Placing, will suffer a maximum dilution of approximately 23.1 per cent to their ownership and voting interests in the Company by virtue of the issue of the Capital Raising Shares pursuant to the Capital Raising.

While the Capital Raising will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Capital Raising is not conditional upon Completion.
The market price of the Ordinary Shares could fluctuate significantly for various reasons, many of which are outside the Company's or, if the Acquisition is completed, the Enlarged Group's control.
The interests of significant shareholders in the Company (including, following Completion, PS Topco), and of other Shareholders that acquire New Ordinary Shares in the Placing and Open Offer, may not be aligned. Such significant shareholders may make acquisitions of, or investments in, other businesses in the same sectors as the Company or the Enlarged Group. The measures taken by the Company to mitigate these risks, including entering into the Relationship Agreement with PS Topco and the restrictions on PS Topco under the Acquisition Agreement, may not be sufficient to safeguard the interests of other Shareholders.
Applicable laws in the UK may discourage potential acquisition proposals and delay, deter or prevent a change of control of the Company, which may in turn reduce the value of the Ordinary Shares.
Substantial sales of Ordinary Shares, or the perception that such sales might occur, could depress the market price of the Ordinary Shares.
The Company's ability to pay dividends in the future depends, among other things, on the Group's (and, if Completion occurs, the Enlarged Group's) financial performance, and is therefore not guaranteed.
Holders of Ordinary Shares in jurisdictions outside the UK may not be able to participate in future issues of Ordinary Shares unless the Company decides to take additional steps to comply with applicable local laws and regulations of such jurisdictions.

	Section E – Offer
E.1	Net proceeds / expenses	The net proceeds of the Capital Raising will be approximately £65.8 million, after expected expenses of £4.2 million incurred in relation to the Capital Raising. Expenses in connection with the Acquisition are expected to be £3.2 million. No expenses will be charged by the Company to subscribers for New Ordinary Shares in connection with Admission of the Capital Raising Shares, or the Capital Raising, or the Acquisition.
E.2a	Reasons for the Capital Raising / use of proceeds	The Xafinity Directors believe that the Acquisition represents a compelling and highly attractive opportunity to create a new leading mid-market player in the provision of actuarial, investment advisory and administration services, with the potential to challenge and more effectively compete with the Global Consultancies. The Company proposes to use the net proceeds of the Capital Raising to fund part of the cash consideration payable pursuant to the Acquisition, together with the associated transaction fees, with the balance of such amounts being financed pursuant to one or more drawdowns under the New Debt Facilities. If the Capital Raising proceeds but the Acquisition does not complete, the Xafinity Directors' current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Xafinity Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Xafinity Directors will consider how best to return surplus capital to Shareholders. Such a return

		could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Capital Raising. The Xafinity Directors would expect to effect such a return within 12 months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.
E.3	Terms and conditions of the Capital Raising	The Company proposes to issue the Firm Placing Shares and the Open Offer Shares pursuant to the Capital Raising to raise approximately £70 million, before expenses. The Joint Bookrunners have made arrangements to conditionally place the Firm Placing Shares with Firm Placees, and to conditionally place the Open Offer Shares with Placing Placees, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer, in each case pursuant to the Sponsor and Placing Agreement or, failing which, in the case of Liberum Capital, to subscribe for such Firm Placing Shares or such Open Offer Shares itself. The Firm Placing Shares and Open Offer Shares are being offered and sold (i) outside the United States in ''offshore transactions'' within the meaning of and in reliance on Regulation S and (ii) with respect to Firm Placing Shares, within the United States to a limited number of persons reasonably believed to be QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
		Qualifying Shareholders are invited, subject to the terms and conditions of the Open Offer, to subscribe for Open Offer Shares pro rata to their holdings as at the Record Date at the Offer Price per share of 170 pence, payable in full in cash on application, free of all expenses, on the basis of 1 Open Offer Share for every 13 Existing Ordinary Shares, in each case rounded down to the nearest whole number of Open Offer Shares. Excess applications will be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are not made for, or are made for less than, their pro rata entitlements. If there is an over subscription resulting from excess applications, allocations in respect of such excess applications will be scaled back at the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital. To the extent that the Open Offer Shares are not taken up by Qualifying Shareholders under the Open Offer, an equivalent number of shares will be subscribed by institutional investors pursuant to the Placing.
		The Offer Price was set having regard to the prevailing market conditions and the size of the Capital Raising. The Offer Price represents a discount of approximately 1.7 per cent to the Closing Price of 173.0 pence per Existing Ordinary Share on 6 December 2017 (being the last Business Day before the announcement of the Capital Raising).
		The Capital Raising is expected to result in 41,176,470 Capital Raising Shares being issued (representing approximately 23.1 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares). Subject to Completion, the Capital Raising Shares will represent approximately 20.2 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.
		The Capital Raising is conditional, among other things, on:
		* the Resolutions being passed by the Shareholders at the General Meeting;
		* the Company having complied with its obligations under the Sponsor and Placing Agreement that fall to be performed on or prior to Admission of the Capital Raising Shares and which are, in the reasonable opinion of Deloitte and the Joint Bookrunners, material in the context of the Capital Raising;
		* the Acquisition Agreement being entered into, becoming unconditional in all respects (other than conditions relating to

		Admission of the Capital Raising Shares, Admission of the Completion Shares and the granting by the FCA of approval in relation to the change of control of PS Investment Consulting) and not having been terminated in accordance with its terms; the Amended Facilities Agreement being entered into, becoming unconditional in all respects (other than customary certain funds conditions and conditions relating solely to Admission of the Capital Raising Shares or Completion) and not having been terminated in accordance with its terms; Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018); and * in the good faith opinion of the Joint Bookrunners and Deloitte, between the date of the Sponsor and Placing Agreement and Admission of the Capital Raising Shares, there having been no material adverse change in the financial, operational or legal condition or the earnings, management, business affairs, solvency or prospects of the Group, or of the Enlarged Group (taken as a whole), whether or not arising in the ordinary course of business. Application will be made for the Capital Raising Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission of the Capital Raising Shares will become effective and dealings in the Capital Raising Shares will commence at 8.00 a.m. on 5 January 2018. The Capital Raising Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared after the date of their issue. The Capital Raising Shares will be in registered form and capable of being held in certificated or uncertificated form in CREST.
E.4	Interests that are material to the issue / conflicting interests	There are no interests known to the Company that are material to the Capital Raising or the Acquisition, or which are conflicting interests.
E.5	Name of the offeror / lock-up agreements	Lock-in Deeds in connection with the Acquisition Pursuant to the Lock-in Deeds, PS Topco and each Minority Seller has agreed: (i) not to offer, sell, contract to sell, pledge, charge, agree to lend or otherwise dispose of, or enter into a derivative transaction of any time in relation to, including options and contracts for difference, any of the Completion Shares or, if any, Earn Out Shares issued or to be issued to them for a period of (a) in the case of the Minority Sellers, 24 months and (b) in the case of PS Topco, 12 months, following (in each case) the date of Admission of the Completion Shares, without the prior written consent of the Joint Bookrunners; and (ii) for a further 12 months after the expiry of such period, only to effect a sale, transfer or other disposal of the relevant Consideration Shares through Zeus Capital or Liberum Capital (provided that they remain the Company's broker) complying with such reasonable directions as Zeus Capital or Liberum Capital (as applicable) may reasonably make from time to time. Lock-in deed in connection with IPO Admission Pursuant to the IPO Lock-in Deed entered into in connection with IPO Admission on 16 February 2017:

		(i) the Company undertook, for a period of 12 months from the date of IPO Admission, except with the prior consent of Zeus Capital, not to issue, offer, lend, mortgage, assign, charge, sell or contract to sell, or otherwise dispose of (or publicly announce any such issuance, offer, loan, mortgage, assignments, charge sale or disposal) directly or indirectly, any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing;
		(ii) the IPO Lock-in Individuals who held Ordinary Shares directly in the Company at the time of IPO Admission each undertook, for a period of 12 months from the date of IPO Admission, except with the prior written consent of Zeus Capital, not to offer, lend, mortgage, assign, charge, sell or contract to sell, or otherwise dispose of (or publicly announce any such offer, loan, mortgage, assignments, charge, sale or disposal) directly or indirectly, any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing; and
		(iii) the IPO Lock-in Individuals who were determined by the trustees of the Xafinity EBT to be entitled to the beneficial interest in Ordinary Shares from the Xafinity EBT as a result of the vesting on IPO Admission of awards previously granted to them under the Pre-IPO Incentive Share Plan, each undertook for a period of 12 months from the date of IPO Admission, except with the prior written consent of Zeus Capital, not to offer, lend, mortgage, assign, charge, sell or contract to sell, or otherwise dispose of (or publicly announce any such offer, loan, mortgage, assignments, charge, sale or disposal) directly or indirectly, an agreed proportion of their interest in the Ordinary Shares (or any other interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.
		Each of the lock-in arrangements entered into in connection with the Acquisition and IPO Admission is subject to certain customary exceptions.
E.6	Dilution	The Capital Raising Shares will represent approximately 23.1 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares and, subject to Completion, the Capital Raising Shares will represent approximately 20.2 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.
		Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer and do not participate in the Firm Placing or the Placing, and Shareholders who are not eligible to participate in the Open Offer or in the Firm Placing or the Placing, will suffer a maximum dilution of approximately 23.1 per cent to their ownership and voting interests in the Company by virtue of the issue of the Capital Raising Shares pursuant to the Capital Raising.
		The Completion Shares will represent approximately 12.6 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.
		The proportion of the Company's share capital represented by the Earn Out Shares will depend on the number of Earn Out Shares issued (if any) in accordance with the Acquisition Agreement, and on the number of Ordinary Shares in issue at the time of such issue (which would take place following the publication of the 2019 Xafinity Accounts).
E.7	Estimated expenses charged to investor	Not applicable. Expenses of, or incidental to, the Capital Raising and the Acquisition will be paid by the Company. There are no commissions, fees or expenses to be charged to investors by the Company.

RISK FACTORS

Any investment in the Company or the New Ordinary Shares is subject to a number of risks. Before investing in the New Ordinary Shares, prospective investors should consider carefully the factors and risks associated with the New Ordinary Shares, the Enlarged Group's business and the industry in which it operates, together with all other information contained in this document including, in particular, the risk factors described below.

Prospective investors should note that the risks relating to the Group, the Target Group and, if the Acquisition proceeds to Completion, the Enlarged Group, their businesses and industry and the New Ordinary Shares summarised in Part 1 (Summary Information) are the risks that the Directors believe to be the most essential to an assessment by a proposed investor of whether or not to consider an investment in the New Ordinary Shares. However, as the risks which the Group and the Target Group face, and the Enlarged Group will face, relate to events, and depend on circumstances, that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in Part 1 (Summary Information) but also, among other things, the risks and uncertainties described below.

The risks and uncertainties described below represent those which the Directors consider to be material as at the date of this document. However, these risks and uncertainties are not the only ones facing the Group, the Target Group and, if the Acquisition proceeds to Completion, the Enlarged Group. Additional risks and uncertainties not presently known to the Directors, or that the Directors currently consider to be immaterial, may individually or cumulatively also materially and adversely affect their business, results of operations, financial condition and/or prospects. If any or a combination of these risks actually occurs, the business, results of operations, financial condition and/or prospects of the Group, the Target Group and, if the Acquisition proceeds to Completion, the Enlarged Group could be materially and adversely affected. In such a case, the market price of the Ordinary Shares could decline and investors may lose all or part of their investment. Investors should consider carefully whether an investment in the New Ordinary Shares is suitable for them in the light of the information in this document and their personal circumstances.

The following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in New Ordinary Shares and should be used as guidance only. The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the Group's business, prospects, results of operation and financial position.

1 Risks relating to the business of the Group, the Target Group and, following Completion, the Enlarged Group

1.1 The loss of, or inability to recruit, key personnel could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition

The Group's, the Target Group's and, following Completion, the Enlarged Group's operations are dependent on the experience, skills and knowledge of the senior management team and key employees. Such senior managers and key employees provide expertise and experience in the implementation of strategy, and are important to the Group's, the Target Group's and, following Completion, the Enlarged Group's ability to attract and retain clients and business. The key personnel providing services to clients are important to client relationships, and service levels and changes in personnel can increase the risk of client losses. In particular, certain Xafinity Group and Target Group employees fulfil the statutory Scheme Actuary role to UK DB Schemes. Any change in this appointment requires consent from the pension scheme trustees and could be viewed by the client as a significant change to the client team, and could therefore have an adverse impact on that client relationship.

The loss of any of the Group's, the Target Group's and, following Completion, the Enlarged Group's senior management or key employees, or the inability to recruit relevant staff, as needed, may also cause a significant disruption to the Group's, the Target Group's or, following Completion, the Enlarged Group's business, leading to decreased revenues and profits and could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

Most of the Group's and the Target Group's senior management (including the Executive Directors) are subject to contractual terms under their service or employment agreements or other arrangements, which include certain restrictions, both during their employment and for a limited time thereafter, that seek to prevent them from being engaged in any business that competes with the Group or the Target Group (as applicable) or from soliciting employees or clients of the Group or the Target Group (as applicable) or from making use of the confidential information of the Group or the Target Group (as applicable). However, these contractual terms do not, nor could they, prevent such persons from terminating their employment. Furthermore, certain restrictions may not be fully enforceable at law or may only apply for a limited time.

In the 12 month period following the Acquisition, a number of senior executives within the Target Group will be retiring (on pre-agreed terms) from their roles within the Target Group (and, following Completion, the Enlarged Group). The Group is putting in place succession planning measures and have identified successors for both the relevant client and management roles. However, there can be no assurance that these measures will be successful or that the Group, the Target Group and, following Completion, the Enlarged Group, will be able to attract, develop or retain executives and key employees of the right calibre and who will be acceptable to clients. More generally, the market for experienced actuarial, pensions and employee benefits professionals is competitive and the Group, the Target Group and, following Completion, the Enlarged Group, may experience difficulty in retaining and hiring employees with the appropriate qualification and experience.

1.2 The Group, the Target Group and, following Completion, the Enlarged Group may suffer damage to their reputation which could materially and adversely affect their results of operations

The success of the Group's, the Target Group's and, following Completion, the Enlarged Group's business depends upon the maintenance of good client relationships and their reputation for providing high quality professional services. If client expectations are not met, the reputation of the Group, the Target Group and, following Completion, the Enlarged Group could be damaged. The Group's, the Target Group's and, following Completion, the Enlarged Group's reputation could also be damaged by factors such as litigation, regulatory action, misconduct, operational failures, mismanagement, breach of data protection legislation in relation to client data, deterioration in its relationships with employees, fraud (by employees or by third parties), negative publicity or press speculation (whether or not valid) or a simple deterioration in the Group's, the Target Group's or, following Completion, the Enlarged Group's performance. Should the Group's, Target Group's or, following Completion, the Enlarged Group's reputation be damaged in any way or lose market appeal, this could result in a loss of clients, a failure to attract new clients or retain existing clients and a failure to retain or attract employees with appropriate experience, skills and knowledge, all of which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business and financial condition.

1.3 The loss or unintended disclosure of sensitive personal data could damage the reputation of the Group, the Target Group and, following Completion, the Enlarged Group, and could materially adversely affect its results of operations

The Group and the Target Group each hold and, following Completion, the Enlarged Group will hold sensitive personal information in relation to their clients and the members of their pension arrangements. Any loss or unintended disclosure of this information could lead to damage to its reputation, regulatory censure, financial penalties, compensation claims, or litigation which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

Risks in this area will increase with the implementation of the EU's General Data Protection Regulations in 2018. These will impose new requirements on all those who process personal data, including 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. The Group and the Target Group have, and, following Completion, the Enlarged Group will have, a number of entities which process large amounts of personal data, each of which is susceptible to a data breach, which could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.4 The Group, the Target Group and, following Completion, the Enlarged Group may be materially adversely affected by mistakes and misconduct by its personnel, including noncompliance with regulatory procedures or by any errors or omissions in any work previously undertaken

The Group's, the Target Group's and, following Completion, the Enlarged Group's personnel may make errors or omissions in the provision of services to clients or may make misrepresentations, breach applicable laws or regulations in the course of their duties or engage in other improper acts. The Group and the Target Group have, and, following Completion, the Enlarged Group will have systems in place designed to prevent or limit these risks; however, such systems may fail to detect or prevent such acts. Such acts by the Group's, the Target Group's or, following Completion, the Enlarged Group's personnel could lead to client losses, litigation, direct reputational damage, regulatory action or financial costs where such costs are not covered by insurance or to other regulatory censures or restrictions of the Group, the Target Group and, following Completion, the Enlarged 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 or her duties. Similar risks may arise in connection with work undertaken historically by the Group or the Target Group, including the provision of documentation services to pension schemes. Errors or omissions often do not come to light until several years after they are made. Any current or historical errors, omissions, breaches or misconduct by the Group or the Target Group or any of their respective personnel in connection with the provision of its services, could have a material adverse effect on the Group's, the Target Group's or, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.5 The future success of the Group, the Target Group and, following Completion, the Enlarged Group, is dependent on its ability to continue to perform and maintain its client contracts; if it is not able to do so, if there are disputes with clients over the services provided or to be provided, or if the services to be provided are more demanding than anticipated, the results of operations of the Group, the Target Group and, following Completion, the Enlarged Group, could be materially adversely affected

The Group and the Target Group each provides products and services to its clients under contracts. If the Group, the Target Group or, following Completion, the Enlarged Group, were unable to renew any of these contracts, where applicable, or fulfil its obligations under any of them for any reason, or be perceived not to fulfil its obligations under any of them for any reason, or if any client (of the Target Group or the Group) were to exercise a termination right (whether on a change of control of the Target Group or otherwise) under these contracts, there would (in each case) be a risk of loss of revenues and fees under that contract, the potential loss of the client and harm to reputation. There is also a risk that, for reasons unrelated to the Group's, the Target Group's or the Enlarged Group's actions, clients may reduce the level of services they require from (and, therefore, the fees payable to) the Group, the Target Group or the Enlarged Group, in particular where such arrangements are on a commission basis. The Group, the Target Group and, following Completion, the Enlarged Group may have disputes or disagreements with its clients as to the level of services it has agreed to provide or the provision of services may become more onerous as a result of changes in legislation which could result in exceptional or irrecoverable costs relating to the contract. Moreover, the fulfilment of the Group's, the Target Group's or, following Completion, the Enlarged Group's obligations under its contracts could become more costly than initially anticipated. As a result, the Group, the Target Group and, following Completion, the Enlarged Group may experience increases in its operating costs which could have a material adverse effect on its business, results of operations and financial condition. Any disputes or disagreements over its client contracts could also materially adversely affect the Group's, the Target Group's and, following Completion, the Enlarged Group's reputation and increase the risk of client losses, litigation or regulatory censure against it.

1.6 The Group, the Target Group and, following Completion, the Enlarged Group may not be successful in its growth strategies and initiatives

The Group has achieved substantial growth in revenues and profits over the past few years, as described in detail in Part 13 (Information on the Xafinity Group), Part 15 (Operating and Financial Review of Xafinity) and Part 17 (Historical Financial Information relating to Xafinity). The Target Group has also shown strong revenue growth (of 8.4 per cent from 2015 to 2016) and profit after tax growth (of approximately 17.5 per cent from 2015 to 2016).

This growth represents a combination of increased revenues from existing and new clients and services. There can be no assurance that the Group, the Target Group or, following Completion, the Enlarged Group will be able to continue this growth, either because of increasing business volumes from new or existing clients or expanding its services or otherwise, or to maintain its financial performance either at historical or anticipated future levels.

The Group, the Target Group and, following Completion, the Enlarged Group may experience capacity constraints in its ability to expand, such as an inability to retain and recruit sufficient numbers of experienced staff to meet demand. There can be no certainty that key current personnel, or those that the Enlarged Group may develop or in the future recruit, will maintain the same track record in the development of services, generation of business volumes and implementation of strategies. The Group, the Target Group and, following Completion, the Enlarged Group may also enter into transactions or undertake initiatives in furtherance of its business, which may not complete or succeed.

There is therefore no guarantee that the Group, the Target Group and, following Completion, the Enlarged Group will be able successfully to implement its strategy for growth or successfully develop new initiatives. The Group, the Target Group and, following Completion, the Enlarged Group may also incur costs attempting to implement its growth strategies and initiatives and members of its business teams could be diverted away from existing business functions in its attempts to implement these strategies and initiatives. This could lead to the Group, the Target Group and, following Completion, the Enlarged Group suffering reputational damage and a loss of clients and could have a material adverse effect on its business, results of operations and financial condition.

1.7 The historical returns attributable to the Group's and the Target Group's products and strategies should not be considered indicative of such products and strategies' future results and returns or of the Enlarged Group's future results and returns

The past returns and performance of the Group's products and strategies outlined in Part 13 (Information on the Xafinity Group), Part 15 (Operating and Financial Review of Xafinity) and Part 17 (Historical Financial Information relating to Xafinity), and the past returns and performance of the Target Group's products and strategies outlined in Part 14 (Information on the Target Group) and Part 18 (Historical Financial Information relating to the Target Group), are, in each case, not a guarantee of future returns.

With respect to the historical performance of the Group's and the Target Group's products and strategies, there can be no assurance that these products and strategies will be able to avail themselves of profitable opportunities in the future. This could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.8 The Group's, the Target Group's and, following Completion, the Enlarged Group's information technology systems may be affected by failures and breaches of security, which could materially and adversely affect the Group's, the Target Group's and, following Completion, the Enlarged Group's results of operations

The successful operation of the Group's, the Target Group's and, following Completion, the Enlarged Group's business depends (in each case) upon maintaining the integrity of the computer, communication and information technology systems on which it is reliant.

These systems and operations are vulnerable to damage, breakdown or interruption from events, some of which are beyond the Group's, the Target Group's and, following Completion, the Enlarged 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, the Target Group's and, following Completion, the Enlarged Group's system 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, the Target Group's and, following Completion, the Enlarged Group's business. Any such damage, breakdown or interruption could cause material disruption to the operations of the Group, the Target Group and, following Completion, the Enlarged Group. This could be harmful to the Group's, the Target Group's and, following Completion, the Enlarged Group's business, financial condition and reputation and could deter current or potential clients from using its services.

There can be no guarantee that the Group's, the Target Group's or, following Completion, the Enlarged Group's security measures in relation to its computer, communication and information systems will protect it from all potential breaches of security, and any such breach of security could have a material adverse effect on its business, results of operations and financial condition.

1.9 The Group, the Target Group and, following Completion, the Enlarged Group may be susceptible to crime which could materially and adversely affect its results of operations

The Group, the Target Group and, following Completion, the Enlarged Group may be susceptible to various forms of crime and cyber-crime, including theft, identity theft, money laundering or fraud. Operating in the financial sector and being a holder of large volumes of sensitive personal data, the Group, the Target Group and, following Completion, the Enlarged Group could be a target for these types of crimes. The Group's, the Target Group's and, following Completion, the Enlarged Group's clients may also be subject to pension scams. The Group's, the Target Group's and, following Completion, the Enlarged Group's financial, management and internal controls could prove inadequate and in the event that it experiences crime, it could suffer losses, incur fines or damage to its reputation which could have a material adverse effect on its reputation, business, results of operations and financial condition.

1.10 The Group, the Target Group and, following Completion, the Enlarged Group may be subject to litigation or regulatory claims and its insurance arrangements may not be adequate to protect the Group, the Target Group and, following Completion, the Enlarged Group

The business of the Group, the Target Group and, following Completion, the Enlarged Group, entails the risk of liability related to litigation from 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, the Target Group or, following Completion, the Enlarged 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, the Target Group and, following Completion, the Enlarged Group to additional costs through higher premiums 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, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.11 The Group and the Target Group are and, following Completion, the Enlarged Group will be, reliant on third party providers of services

The Group and the Target Group each relies and, following Completion, the Enlarged Group will rely, on third party providers of various services for certain payroll and IT systems, infrastructure and support functions. In addition, the Target Group (and the Enlarged Group) will remain reliant for the provision of certain support services on the PS Group, pursuant to the Transitional Services Agreement. Any interruption in the services of these third parties or deterioration in their performance of the outsourced service could impair the timing and quality of the Group's, the Target Group's and, following Completion, the Enlarged Group's services to its clients.

Furthermore, if the contracts with any of these third party providers were to be terminated, the Group, the Target Group and, following Completion, the Enlarged Group might not be able to find alternative service providers on a timely basis or on as favourable terms or may suffer disruption as a result of the transition of functions to one or more new service providers. The occurrence of any of these events could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.12 The Group's, the Target Group's and, following Completion, the Enlarged Group's operations could be adversely affected by external events and amounts recoverable under its insurance policies may be limited

The Group's, the Target Group's and, following Completion, the Enlarged Group's business operations, information systems and processes are vulnerable to damage or interruption from fire, extreme weather conditions, power loss, systems or telecommunication failure, bomb threats, explosions or other forms of terrorist activity and other natural and man-made disasters. These operations, information systems and processes may also be subject to sabotage, computer hacking, vandalism, theft and similar misconduct.

Whilst each of the Group and the Target Group has in place disaster recovery and business continuity plans, there can be no assurance that any external suppliers of these services have appropriate disaster recovery and business continuity plans covering all possible contingencies or that the disaster recovery plans of the Group, the Target Group or, following Completion, the Enlarged Group, or of any of their respective service providers, will work as intended, or do so in all the circumstances envisaged by such plans or without any disruption to the business of the Group, the Target Group or, following Completion, the Enlarged Group (respectively). Although the Group and the Target Group each maintains insurance cover that includes property damage and business interruption, full recovery under the insurance policy may not be possible in every case, and the loss resulting from a loss of business continuity may exceed the policy limit. For the reasons set out above, a loss of business continuity could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

1.13 The Group, the Target Group and, following Completion, the Enlarged 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 and the Target Group's capital requirements depend on numerous factors, including the requirement to maintain a minimum level of regulatory capital, in the case of the Group, for its two Regulated Subsidiaries and, in the case of the Target Group, for PS Investment Consulting.

If the Group's, the Target Group's or, following Completion, the Enlarged 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, the Target Group's or, following Completion, the Enlarged Group's activities (for example, in relation to the Group's Master Trust, NPT), the Group, the Target Group or, following Completion, the Enlarged Group might require financing.

In particular, legislation requiring Master Trusts to be authorised (or else wound up) will become effective from October 2018. This will bring with it new capital requirements, which the Directors expect to come into force with effect from October 2018. The precise details of the capital adequacy test in relation to Master Trusts is not yet known, although the Directors anticipate that any such requirement would be below £1 million for the National Pension Trust and the Group and, following Completion, the Enlarged Group would not require additional financing in order to satisfy this. While the Directors are not aware of any other proposals which would require the Group, the Target Group or, following Completion, the Enlarged Group to hold additional capital, if any such proposals were to arise, the Group, the Target Group or, following Completion, the Enlarged Group may need to obtain borrowing facilities or seek to raise funds in the capital markets, failing which it would have to raise additional capital from Shareholders. There can be no assurance that the Group, the Target Group or, following Completion, the Enlarged 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 favourable terms.

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

2 Risks relating to the industry in which the Group, the Target Group and, following Completion, the Enlarged Group operate

2.1 The principal market in which the Group and the Target Group operate, and in which, following Completion, the Enlarged Group will operate, being the professional services market to UK pensions arrangements, is competitive

The Group's, the Target Group's and, following Completion, the Enlarged Group's competitors include global, national and local actuarial, pensions and employee benefits consultancy and financial services firms, some of which are substantially larger than the Group, the Target Group and, following Completion, the Enlarged Group. In particular, the market for the provision of compliance services is price sensitive and competitors may reduce their fees to win business leading to the risk of client losses or downward pressure on fees. In addition, the growth strategy of the Group and, following Completion, the Enlarged Group, is partly dependent upon acquisition of new client accounts. Due to the competition for such accounts, there can be no guarantee that the Group, the Target Group or, following Completion, the Enlarged Group, will be successful in its strategy.

The Group and the Target Group each competes, and, following Completion, the Enlarged Group will compete, on the basis of the quality of its service, business reputation, the range of products and strategies offered and the level of fees for services. Any failure by the Group, the Target Group or, following Completion, the Enlarged Group to compete effectively in the market for professional services to UK pensions arrangements could lead to a loss of business or a failure to win new business, each of which could lead to reduced revenue or profit margins, and have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition.

2.2 The Group and the Target Group are and, following Completion, the Enlarged Group will be, subject to regulation, and benefit or will benefit from regulatory approvals. The Group, the Target Group or, following Completion, the Enlarged 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

The FCA is the primary regulator for the Regulated Subsidiaries and PS Investment Consulting. The withdrawal of, or an amendment to, any regulatory approval required by the Regulated Subsidiaries, PS Investment Consulting or any of their directors or employees for the Group's, the Target Group's or, following Completion, the Enlarged Group's business could result in the cessation of, or an adverse change in, the Group's, the Target Group's or, following Completion, the Enlarged Group's business or part thereof.

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

Regarding the FCA's Approved Persons Regime, in 2018 the Senior Managers Regime which currently only applies to banks, insurers and very large investment firms will be extended to include all authorised firms, including the Regulated Subsidiaries and PS Investment Consulting. While the FCA has yet to detail proposals in this area for smaller firms, it is expected that this will replace the existing Approved Persons Regime resulting in senior managers having a statutory duty of responsibility to take reasonable steps to prevent regulatory breaches in their area of responsibility. The FCA will be able to hold individuals who fail to comply with this regime accountable. The Regulated Subsidiaries and PS Investment Consulting will not only be subject to more onerous requirements, but may also have difficulty attracting and retaining senior managers willing to take on heightened regulatory risk.

MiFID II will also impact the Regulated Subsidiaries and PS Investment Consulting. PS Investment Consulting conducts MiFID business, and is not MiFID exempt. MiFID II will require, for example: certain changes to standard customer agreements, and that customer agreements state whether, and on what basis, their advice is independent; the costs of any recommended product to be provided on an aggregated basis together with the cumulative impact of those costs on returns; updates to the complaints handling procedure to reflect the new and more prescriptive rules on complaint handling for professional clients; and the provision of more information (such as client summary, complaints) to the manufacturer of the products. In addition, MiFID II will impose an obligation on advisers to understand the products and to ensure they only recommend products to the target audience (as determined by the manufacturer of those products).

Neither Regulated Subsidiary conducts MiFID business (and both are MiFID exempt). However the current proposals of the FCA will apply a number of MiFID II requirements to financial service firms generally. One of these will be the need for all regulated firms to record all telephone calls. This brings with it potentially costly technological changes.

Other regulatory changes, carrying lesser impact than the risks noted above, include the Insurance Distribution Directive (to be implemented in 2018) which will expand the amount of information to be provided to clients and will increase the professional requirements of those who sell insurance. The Group and the Target Group each carries on (and, following Completion, the Enlarged Group will carry on) some insurance mediation and the changes will require the implementation of sales processes and 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 of the Group, the Target Group and, following Completion, the Enlarged Group.

The FCA has broad regulatory powers dealing with all aspects of financial services, including the authority to grant, and in specific circumstances to vary or cancel permissions and to regulate marketing and sales practices, advertising and the maintenance of adequate financial resources.

In relation to the Group's and, following Completion, the Enlarged Group's business, there are two areas of FCA work that have recently impacted the Regulated Subsidiaries. The first is the FCA's thematic work on SIPP operators. This has impacted all SIPP operators and requires changes to the way in which SIPPs are sold and administered. There has also been an increase in the level of capital SIPP operators must hold. In the future, the FCA will be assessing how well SIPP operators have adapted to the new requirements and this may lead to further changes in the sector, particularly as SIPPs are now a 'mainstream' pension product. The second, which has also affected PS Investment Consulting, is the FCA's thematic work on asset management amid concerns that there is a lack of competition in the sector. The result of this review was a reference by the FCA to the CMA, as a result of which the CMA has now launched an investigation into the UK market for investment advisory services. Although the Group, the Target Group and, following Completion, the Enlarged Group, could ultimately stand to benefit from the outcome of the CMA's investigation (given that neither the Group nor the Target Group currently provides any fiduciary management services), the outcome of the review is uncertain, and it could potentially result in adverse outcomes such as increased regulation, which may lead to an increase in ongoing compliance and other regulatory burdens, with a resulting increase in administrative and other costs for the Group, the Target Group and, following Completion, the Enlarged Group. In addition, there is a risk that the scope of the CMA's review may widen to include other areas of the businesses of the Group, the Target Group and, following Completion, the Enlarged Group (for example, Master Trust structures).

The FCA has in the past 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 the business by the Regulated Subsidiaries and PS Investment Consulting) 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, PS Investment Consulting or their respective 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, the Target Group or, following Completion, the Enlarged Group, or any of the Directors or any of the Regulated Subsidiaries' directors or employees or any of PS Investment Consulting's directors or employees. Regulatory proceedings could result in adverse publicity or negative perceptions regarding the Group, the Target Group or, following Completion, the Enlarged 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 senior and other management's attention from the day-to-day management of the Group, the Target Group and, following Completion, the Enlarged Group.

Each of the Group, the Target Group and, following Completion, the Enlarged Group, is subject to other laws and regulations, including in respect of data protection, as each holds significant amounts of confidential client data, and the requirement to have a minimum level of regulatory capital, in the case of the Group, for the Regulated Subsidiaries and, in the case of the Target Group, for PS Investment Consulting. Breaches of such laws and regulations could result in the incurrence of liability by the Group, the Target Group or, following Completion, the Enlarged Group, and such liability may not be subject to any limitations.

Pensions are regulated by the Pensions Regulator and, as a provider of a Master Trust product, the Group and, following Completion, the Enlarged Group will be subject to any new proposals for the regulation of Master Trusts requiring them to meet stricter operating criteria and giving the Pensions Regulator additional supervisory powers and increased regulatory oversight.

2.3 The Group's, the Target Group's and, following Completion, the Enlarged Group's clients operate in an evolving regulatory environment

The pensions regulatory environment in which the Group's and the Target Group's clients operate (and in which, following Completion, the Enlarged Group's clients will continue to operate) is evolving, with recent UK governments having shown a willingness to introduce significant pension legislation. While regulatory change may result in a demand for additional services, there is no guarantee that any future action would not affect the market to the Group's, the Target Group's or, following Completion, the Enlarged Group's disadvantage. The introduction of any legislation or regulations which reduce the size or complexity of the pensions market in the UK or reduce the level of regulation of pensions in the UK, such as the Pension Regulator's current initiative to attempt to consolidate small schemes to reduce the overall cost of operating and administering such arrangements, could negatively impact upon the demand for the Group's, the Target Group's or, following Completion, the Enlarged Group's services from trustees and corporate clients, which could have a material adverse effect on its results of operations.

2.4 Certain parts of each of the Group's, the Target Group's and, following Completion, the Enlarged Group's business may be adversely affected by economic, political and market factors that are beyond its control

Clients to which the Group, the Target Group and, following Completion, the Enlarged Group offers its services may be affected by many national and international factors that are beyond the Group's, the Target Group's and, following Completion, the Enlarged Group's control. Any of the following factors, among others, may cause a decline in the markets in which the Group, the Target Group and, following Completion, the Enlarged Group offers its services: economic, stock market and political conditions (including the risk stemming from the United Kingdom's prospective exit from the European Union and the ongoing negotiations surrounding the terms and conditions of any such exit). Worsening economic conditions could impact upon client sentiment and demand for certain parts of the Group's, the Target Group's and, following Completion, the Enlarged Group's actuarial, pensions and employee benefits consultancy services, in particular those services provided which involve discretionary spend by clients such as de-risking projects. Accordingly, any of these factors could have a material adverse effect on certain of the Group's, the Target Group's and, following Completion, the Enlarged Group's business lines and operations.

3 Risks relating to the Acquisition

3.1 Integration of the Target Group into the Group may be more time consuming and costly than expected and unforeseen difficulties may arise

Successful implementation of a smooth and efficient integration of the Target Group's operations following Completion will require a significant amount of management time and, as a result, may affect or impair the ability of the management team of the Enlarged Group to run the business effectively during the period of integration.

In particular, the Transitional Services Agreement will be required from Completion in order to provide a number of services such as IT, finance and human resources functions for which the Target Group will, in the short term, remain reliant on PS Group.

In addition, the majority of the Target Group's employees are currently employed in offices leased or licensed by PS Topco (or another non-Target Group company). It has been agreed that, as part of the integration arrangements following Completion, those leases or licenses which relate to properties where Target Group employees are located will be wholly or partly transferred, or subleases or sublicenses granted, to a Xafinity Group entity. There is a risk that, in connection with this process, employees will face disruption, including from the partitioning of existing office space between PS Group and Enlarged Group employees. There may also be unforeseen complications, or unforeseen costs, arising from legal or commercial negotiations with landlords or other parties. Each of these matters could have an adverse effect on the post-Acquisition integration process, and on the business and operations of the Enlarged Group.

If the integration process takes longer, or proves more costly than expected, or there is interruption to the services provided by PS Topco under the Transitional Services Agreement, or difficulties relating to the integration, of which the Directors are not yet aware, arise, such matters could have an adverse effect on the operations of the Enlarged Group. These unforeseen difficulties in the integration may result in increased expenses and the loss of clients. Furthermore, the Group may not have or be able to retain personnel with the appropriate skill set for the tasks associated with the integration programme, which may adversely affect the implementation of the Group's plans and the ability of the group to retain clients. In such circumstances, the business and its operations of the Enlarged Group may be adversely affected, which could have a material adverse impact on the financial position of the Enlarged Group and, ultimately, the trading price of the Ordinary Shares.

3.2 The Group may be unable to realise the benefits that it believes will result from, or may suffer adverse effects that it does not anticipate following, the Acquisition

Achieving the advantages of the Acquisition will depend partly on the efficient management and coordination of the activities of the Group and the Target Group: two businesses that currently function and operate independently, with potentially different business cultures and compensation structures.

There is a risk that key clients of the Target Group may cease to engage the Target Group (and, following Completion, the Enlarged Group) after the Acquisition (whether as a direct or indirect result of the Acquisition or otherwise). Certain key clients have, under the terms of their agreements with Target Group companies, termination rights on a change of control of a Target Group company or short notice termination rights.

Pursuant to the BGJ Deed of Apportionment, Punter Southall Limited ceased to be a participating employer in the BGJ DB Scheme, which is a defined benefit pension scheme, and its liabilities in respect of the BGJ DB Scheme have been retained within (or transferred to) the PS Group under a statutory mechanism known as a ''flexible apportionment arrangement''. However, if the 'flexible apportionment arrangement' under the BGJ Deed of Apportionment were to fail for any reason to be adequately implemented, or if the Target Group otherwise retained any responsibilities or obligations in connection with the BGJ DB Scheme, the Enlarged Group could be subject to significant unforeseen liabilities.

There is also a risk that synergy benefits from the Acquisition may fail to materialise, or that any such benefits may be materially lower than have been estimated. In addition, the costs of funding the process necessary to achieve these synergies may exceed expectations.

In addition, there is also a risk that possible differences in the culture of the Group and the Target Group, or the impact of the integration process itself, may lead to the loss of employees, clients, customers or suppliers of the Group, the Target Group or, following Completion, the Enlarged Group, the termination of contractual arrangements with customers, or requests from customers of the Group or the Target Group for a re-tender process.

Any of the eventualities described above may have a material adverse effect on the financial position of the Enlarged Group.

Furthermore, the Acquisition and any uncertainty regarding the effect of the Acquisition could cause disruptions to the businesses of the Enlarged Group. These uncertainties may materially and adversely affect the Enlarged Group's business and its operations. Any such issues may adversely affect the financial position of the Enlarged Group and, ultimately, the trading price of the Ordinary Shares.

3.3 The Acquisition is subject to conditions which may not be waived or satisfied

The Acquisition is conditional, among other things, on: (i) the Resolutions being passed without amendment; (ii) the Sponsor and Placing Agreement not being terminated or lapsing in accordance with its terms prior to Admission of the Capital Raising Shares; and (iii) the granting by the FCA of approval in relation to the change of control of PS Investment Consulting, together with certain other conditions to Completion (including with respect to the times by which Admission of the Capital Raising Shares and Admission of the Completion Shares must occur), as described more fully in paragraph 1.4 of Part 8 (Terms and Conditions of the Acquisition)). There can be no assurance that these conditions will be satisfied or waived, if applicable, nor that Completion will be achieved.

4 Risks relating to the Company's Ordinary Shares

4.1 Shareholders may suffer a dilution to their interests in the Company as a result of the Capital Raising and the Acquisition

The issue of the Capital Raising Shares, the Completion Shares and, if applicable, the Earn Out Shares, may result in dilution of the ownership rights of Shareholders at the date of this document. Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full (but not any Excess Open Offer Entitlements) will suffer a maximum dilution of approximately 17.2 per cent to their ownership and voting interests in the Company.

Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer and do not participate in the Firm Placing or the Placing, and Shareholders who are not eligible to participate in the Open Offer or in the Firm Placing or the Placing, will suffer a maximum dilution of approximately 23.1 per cent to their ownership and voting interests in the Company by virtue of the issue of the Capital Raising Shares pursuant to the Capital Raising.

Further, the Completion Shares will represent approximately 12.6 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares. The proportion of the Company's share capital represented by the Earn Out Shares will depend on the number of Earn Out Shares issued (if any) in accordance with the Acquisition Agreement, and on the number of Ordinary Shares in issue at the time of such issue (which would take place following the publication of the 2019 Xafinity Accounts).

4.2 The Capital Raising is not conditional upon Completion

While the Capital Raising will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, it is possible that, following Admission of the Capital Raising Shares, the Acquisition could cease to be capable of Completion, in particular, if any of the conditions precedent to Completion are not satisfied in accordance with the Acquisition Agreement. In this case, as the Capital Raising is not conditional upon Completion, the Capital Raising would still be completed and funds would be raised by the Company. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Directors' current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Xafinity Directors will consider how best to return surplus capital to Shareholders. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Capital Raising. The Xafinity Directors would expect to effect such a return within 12 months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.

4.3 The price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which may be out of the Group's and, following Completion, the Enlarged Group's control, and investors may lose all or part of their investment

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. 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 Offer Price may not be indicative of prices that will prevail in the trading market and investors may not be able to sell Ordinary Shares at or above the price they paid. The market price for the Ordinary Shares could fluctuate significantly for various reasons, many of which are outside the Group's control. These factors could include: variations in operating results in the Group's (and, following Completion, the Enlarged Group's) reporting periods; cyclical fluctuations in the performance of the Group's (and, following Completion, the Enlarged Group's) business; changes in financial estimates by securities analysts; changes in market valuations of similar companies; announcements by the Group (and, following Completion, the Enlarged Group) of significant contracts, acquisitions, joint ventures or capital commitments; speculation, whether or not well-founded, regarding the intentions of the Group's (and, following Completion, the Enlarged Group's) major Shareholders or significant sales of shares by any such Shareholders or short selling of the Ordinary Shares; speculation, whether or not well-founded, regarding possible changes in the Group's (and, following Completion, the Enlarged Group's) management team; loss of one or more major clients; additions or departures of key employees; any shortfall in revenue or net profit or any increase in losses from levels expected by securities analysts; and future issues or sales of Ordinary Shares. 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.

4.4 The interests of significant shareholders in the Company and of other Shareholders may not be aligned

The interests of significant shareholders in the Company (including, following Completion, PS Topco), and of other Shareholders that acquire New Ordinary Shares in the Placing and Open Offer, may not be aligned. Such significant shareholders may make acquisitions of, or investments in, other businesses in the same sectors as the Company or the Enlarged Group. The measures taken by the Company to mitigate these risks, including entering into the Relationship Agreement with PS Topco and the restrictions on PS Topco under the Acquisition Agreement, may not be sufficient to safeguard the interests of other Shareholders.

4.5 Applicable laws in the UK may discourage potential acquisition proposals and delay, deter or prevent a change of control of the Company, which may in turn reduce the value of the Ordinary Shares

Under the FSMA change of control regime, a person who has decided to acquire ''control'' over a UK authorised person is required to seek consent from the FCA before doing so. UK authorised persons must also notify the FCA when the transaction which results in that acquisition takes place.

A proposed ''controller'' for the purposes of the controller regime applicable to each of the Regulated Subsidiaries and to PS Consulting is any natural or legal person (or such persons ''acting in concert'') who decides to acquire, directly or indirectly, control over it.

''Control'' over PS Investment Consulting is acquired if the acquirer:

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

''Control'' over the Regulated Subsidiaries is acquired if the acquirer:

* holds 20 per cent or more of the shares or voting power in either company or in a parent undertaking of either company; or
* is able to exercise significant influence over the management of either company by virtue of the acquirer's shares or voting power in either company or a parent undertaking of either company.

Xafinity holds each Regulated Subsidiary and, following Completion, will hold PS Investment Consulting, indirectly through a chain of wholly-owned subsidiaries. Therefore, for the purpose of calculating ''control'', the percentage of shares held in Xafinity will directly relate to the percentage of shares held in a parent undertaking of each Regulated Subsidiary and PS Investment Consulting.

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. If approval is given, it may be given unconditionally or subject to such conditions as the FCA considers appropriate. Breach of the notification and approval regime imposed by FSMA on controllers is a criminal offence.

These laws may change. In addition, the more onerous controller approval regime that applies to PS Investment Consulting as an investment firm in scope of MiFID may apply to the Regulated Subsidiaries if the Regulated Subsidiaries were to vary their regulatory permissions, and as a result may become subject to the more onerous regime. These laws may, in their current or any future form, discourage potential acquisition proposals and may delay, deter or prevent a change of control of the Company, including through transactions, and in particular unsolicited transactions, that some or all of the Shareholders might consider to be desirable. This may, in turn, reduce the value of the Ordinary Shares.

4.6 The issue of additional shares in the Company in connection with future acquisitions, any share incentive or share option plan or otherwise will in certain circumstances dilute all other shareholdings

Save for the issue of the New Ordinary Shares, the Company has no current plans for a subsequent offering of Ordinary Shares in the next 12 months, other than as described in this document (or pursuant to awards under the Xafinity Share Plans). However, the Group (and, following Completion, the Enlarged Group) may seek to raise financing to fund future acquisitions and other growth opportunities. The Group and, following Completion, the Enlarged Group may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional equity or convertible equity securities. To the extent that such issues take place on a non-pre-emptive or partially non-pre-emptive basis, the Company's shareholders will suffer dilution in their percentage ownership and/or the price of the Ordinary Shares may be adversely affected.

4.7 Future substantial sales of Ordinary Shares, or the perception that such sales might occur, could depress the market price of the Ordinary Shares

Subject to certain restrictions, the Company, one or more of the Directors, or another material Shareholder, could sell a substantial number of Ordinary Shares in the public market. Such sales, or the perception that such sales could occur, may materially adversely affect the market price of the Ordinary Shares. This may make it more difficult for Shareholders to sell their Ordinary Shares at a time and price that they deem appropriate, and could also impede the Company's ability to issue equity securities in the future.

4.8 The Company's ability to pay dividends in the future depends, among other things, on the Group's financial performance and is therefore not guaranteed

The Company's ability to pay dividends in the future depends, among other things, on the Group's financial performance and capital requirements and is therefore not guaranteed. The Company's dividend policy is described in Part 13 (Information on the Xafinity Group) and should not be construed as a dividend forecast. As a holding company, the Company's ability to pay dividends (including any special dividends) in the future is affected by a number of factors, principally the generation of distributable profits within its Group and the receipt of sufficient dividends from its subsidiaries.

Under English law, a company can only pay cash dividends to the extent that it has distributable reserves and cash available for this purpose. In addition, the Company may not pay dividends if the Directors believe this would cause the Company to be inadequately capitalised (including taking into account any regulatory restrictions or if, for any other reason, the Directors conclude it would not be in the best interests of the Company). Any of the foregoing could limit the payment of dividends to Shareholders or, if the Company does pay dividends, the amount of such dividends.

4.9 Holders of Ordinary Shares in jurisdictions outside the UK may not be able to participate in future issues of Ordinary Shares unless the Company decides to take additional steps to comply with applicable local laws and regulations of such jurisdictions

In the case of certain increases in the Company's issued share capital, the Company's existing Shareholders are generally entitled to pre-emption rights pursuant to the Articles unless such rights are waived by a special resolution of the Shareholders. Holders of Ordinary Shares outside the UK may not be able to exercise their pre-emption rights over Ordinary Shares unless the Company decides to comply with applicable local laws and regulations. The Company cannot assure any Shareholders outside the UK that steps will be taken to enable them to exercise their pre-emption rights, or to permit them to receive any proceeds or other amounts relating to their pre-emption rights.

4.10 Exchange rate fluctuation may impact on the value of and the investment in the Ordinary Shares or any dividends in foreign currency terms

The Ordinary Shares are, and any dividends to be paid in respect of them will be, denominated in pounds sterling. An investment in Ordinary Shares by an investor whose principal currency is not pounds sterling exposes the investor to foreign currency exchange rate risk. Any depreciation of pounds 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.

IMPORTANT INFORMATION

1 Notice to investors and prospective investors

Investors should rely only on the information in this document. No person has been authorised to give any information or to make any representations in connection with the arrangements described in this document other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, Deloitte, Zeus Capital or Liberum Capital. No representation or warranty, express or implied, is made by the Company, the Directors, Deloitte, Zeus Capital or Liberum Capital as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the Company, the Directors, Deloitte, Zeus Capital or Liberum Capital 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, Rule 3.4.1 of the Prospectus Rules and Rule 4.4.1 of the Listing Rules, neither the delivery of this document nor any sale made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

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 Company, the Group, the Acquisition or the other arrangements described in this document. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

As required by FSMA, the Prospectus Rules and the Listing Rules, the Company will update the information provided in this document by means of a supplement to it if a significant new factor that may affect the evaluation by prospective investors of the New Ordinary Shares occurs prior to Admission of the Capital Raising Shares or if it is noted that this document contains any mistake or substantial inaccuracy. This document and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules.

The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice. Each prospective investor should consult with such advisers as required, including for the purpose of determining whether it is legally permitted to hold Ordinary Shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of an investment in Ordinary Shares for an indefinite period of time.

Prospective investors should read the entirety of this document and, in particular, Part 2 (Risk Factors). Investors should ensure that they read the whole of this document and not just rely on key information or information summarised within it. Prospective investors must rely upon their own examination of the Company and the terms of this document, including the risks involved.

Holders of New Ordinary Shares will be deemed to have acknowledged that, in holding such New Ordinary Shares: (i) they have not relied on Deloitte, Zeus Capital or Liberum Capital, or any person affiliated with Deloitte, Zeus Capital or Liberum Capital, in connection with any investigation of the accuracy of any information contained in this document; and (ii) they have relied only on the information contained in this document, and no person has been authorised to give any information or to make any representation concerning the Company or the New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by or on behalf of the Company, the Directors, Deloitte, Zeus Capital or Liberum Capital.

None of the Company, the Directors, Deloitte, Zeus Capital or Liberum Capital or any of their representatives makes any representation to any investor regarding the legality of an investment by such investor.

2 Interpretation

Certain terms used in this document are defined in Part 24 (Definitions).

All references in this document to a Part, paragraph or page are to the relevant part, paragraph or page of this document unless otherwise stated or the context otherwise requires.

Any phrase introduced by the terms ''including'', ''include'', ''in particular'' or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or succeeding those terms.

All the times referred to in this document are London times unless otherwise stated.

Any reference in this document to a statutory provision, law, rule, code, order or regulation shall be construed as reference to that provision, law, rule, code, order or regulation as amended, extended, modified, replaced or re-enacted from time to time.

All references in this document to the singular include the plural and vice versa.

3 Presentation of financial information

3.1 Presentation of financial information with respect to the Xafinity Group

The Xafinity Group's audited consolidated financial statements for the three years ended 31 March 2017, and the Group's unaudited consolidated interim financial statement for the six month period ended 30 September 2017, are incorporated by reference in Part 16 (Historical Financial Information relating to Xafinity) and Part 23 (Information Incorporated by Reference).

Unless otherwise indicated, the consolidated financial information with respect to the Xafinity Group presented and incorporated by reference in this document is based on IFRS as adopted by the European Union and International Financial Reporting Standards Interpretations Committee interpretations as adopted by the European Union, and those parts of the Companies Act applicable to the companies reporting under IFRS. IFRS as adopted by the European Union differs in certain aspects from International Financial Reporting Standards as issued by the International Accounting Standards Board.

The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. Further details are set out in the information incorporated by reference in Part 15 (Operating and Financial Review of Xafinity). It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial information, are disclosed in the notes to the consolidated financial information incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity).

The Company's financial year runs from 1 April to 31 March. The consolidated financial information relating to the Group presented and incorporated by reference in this document is not intended to comply with the applicable accounting requirements of the US Securities Act and the related rules and regulations that would apply if the Ordinary Shares were to be registered in the United States. Compliance with such requirements would require the modification or exclusion of certain information included in this document and the presentation of certain information which is not included in this document.

3.2 Presentation of financial information with respect to the Target Group

Section B of Part 17 (Historical Financial Information relating to the Target Group) sets out the combined financial information of the Target Group for the three years ended 31 December 2016. This combined financial information has been prepared in accordance with the Prospectus Rules, the Listing Rules and the basis of preparation set out in note 2 of Section B of Part 17 (Historical Financial Information relating to the Target Group).

Unless otherwise indicated, the combined financial information with respect to the Target Group has been prepared in accordance with the IFRS issued by the International Financial Accounting Standards Board and interpretations announced by the International Financial Reporting Interpretations Committee adopted by the EU.

The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Target Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial information are disclosed in the notes to the consolidated financial information set out in Part 18 (Historical Financial Information relating to the Target Group) to this document.

Each entity within the Target Group has a financial year that runs from 1 January to 31 December.

3.3 Presentation of unaudited pro forma financial information with respect to the Enlarged Group

In this document, any reference to ''pro forma'' financial information is to information which has been extracted without material adjustment from the unaudited pro forma financial information contained in Section B of Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group). The unaudited pro forma financial information contained in Section B of Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group) has been prepared on the basis of notes set out therein to illustrate the effect of the Capital Raising and the Acquisition on the income statement of the Group for the year ended 31 March 2017, as if the Capital Raising and Acquisition had taken place on 1 April 2016 and the effect on the net assets of the Group as if the Capital Raising and the Acquisition had occurred on 30 September 2017.

The unaudited pro forma financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the Group's actual financial position or results. Future results of operations may differ materially from those presented in the combined financial information due to various factors.

3.4 Non-IFRS measures of financial performance

This document contains certain financial measures that are not defined or recognised under IFRS, including Adjusted EBITDA, Adjusted EBITDA margin, operating profit margin and cash conversion (collectively, ''Non-IFRS Measures''). These Non-IFRS Measures are used by the Xafinity Directors (and, where applicable, the directors of the Target Group) to assess the financial performance of the Group. Such measures as presented in this document may not be comparable to similarly titled measures of performance presented by other companies, and they should not be considered as substitutes for, or superior to, measures calculated and presented in accordance with IFRS or those calculated using financial measures that are calculated in accordance with IFRS.

Adjusted EBITDA

Profit from operating activities before depreciation, amortization, share-based payment costs and exceptional items.

Adjusted EBITDA margin

Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

The tables below present the reconciliation of Adjusted EBITDA to profit from operating activities and the computation of Adjusted EBITDA margin.

Xafinity Group

	Year ended 31 March 2015 £'000	Year ended 31 March 2016 £'000	Year ended 31 March 2017 £'000	6 months ended 30 September 2016 £'000	6 months ended 30 September 2017 £'000
Profit / (loss) from
operating activities	9,466	11,167	(4,518)	5,449	5,304
Plus: Exceptional expenses	921	534	2,959	639	425
Plus: Share-based payment
costs	—	—	14,314	36	720
Plus: Amortisation of
intangible assets	4,608	4,351	4,077	2,030	1,916
Plus: Depreciation of tangible
assets	615	651	631	341	288
Adjusted EBITDA	15,610	16,703	17,463	8,495	8,653
Revenue	49,970	51,769	52,038	26,017	26,592
Adjusted EBITDA margin	31.2%	32.3%	33.6%	32.7%	32.5%

Target Group

	Year ended	Year ended	Year ended
	31December	31December	31December
	2014	2015	2016
	£'000	£'000	£'000
Profit from operating activities	9,048	9,443	10,635
Plus: Exceptional expenses	162	243	78
Plus: Share-based payment costs	135	207	336
Adjusted EBITDA	9,345	9,893	11,050
Revenue	45,475	47,054	51,018
Adjusted EBITDA margin	20.5%	21.0%	21.7%

Cash conversion

Cash conversion is calculated by taking net cash inflow from operating activities before income tax paid but after the purchase of property, plant and equipment and software, divided by Adjusted EBITDA after exceptional items.

The computation of cash conversion is presented in the tables below.

Xafinity Group

	Year ended 31 March 2015 £'000	Year ended 31 March 2016 £'000	Year ended 31 March 2017 £'000	6 months ended 30 September 2016 £'000	6 months ended 30 September 2017 £'000
Net cash inflow from
operating activities	14,221	13,263	11,399	6,454	7,357
Plus: Income tax paid Less: Purchases of property, plant and	1,632	2,063	1,327	596	(596)
equipment Less: Purchases of	(1,548)	(184)	(444)	(126)	(761)
software	(348)	(403)	(732)	(220)	(118)
Operating cash flow	13,957	14,739	11,550	6,704	5,883
Adjusted EBITDA	15,610	16,703	17,463	8,495	8,653
Less: Exceptional
expenses	(921)	(534)	(2,959)	(639)	(778)
EBITDA	14,689	16,169	14,504	7,856	7,875
Cash conversion	95%	91%	80%	85%	75%

Target Group

	Year ended	Year ended	Year ended
	31December	31December	31December
	2014	2015	2016
	£'000	£'000	£'000
Net cash inflow from operating activities	8,242	8,595	8,878
Plus: Income tax paid	(33)	303	20
Operating cash flow	8,209	8,898	8,898
Adjusted EBITDA	9,345	9,893	11,050
Less: Exceptional expenses	(162)	(243)	(78)
EBITDA	9,183	9,650	10,972
Cash conversion	89%	92%	81%

3.5 Other unaudited financial measures, operational data and key performance indicators

The Group presents certain unaudited financial measures, operational data and Key Performance Indicators, including, without limitation, those Key Performance Indicators set out in the Strategic Report (at page 23) section of Xafinity Group's 2017 annual report and accounts, containing the audited consolidated financial statements of the Xafinity Group in respect of the financial year ended 31 March 2017 (the ''Non-IFRS Measures, Data and KPIs''), which is incorporated by reference into this document. Such Non-IFRS Measures, Data and KPIs, as presented in this document, may not be comparable to similarly titled non-IFRS measures, data and KPIs presented by other companies in the Group's industry and, while the method of calculation may differ across the Group's industry, the Company believes that such Non-IFRS Measures, Data and KPIs are important to understanding the Group's performance from period to period and that such Non-IFRS Measures, Data and KPIs facilitate comparison with the Group's peers. These Non-IFRS Measures, Data and KPIs are not intended to be substitutes for any IFRS measures of performance, are based on the Company's estimates, are not part of the Group's financial statements and have not been audited or otherwise reviewed by the reporting accountant, outside auditors, consultants or experts.

Unaudited Non-IFRS Measures, Data and KPIs in relation to the Group are derived from the following sources: (i) unaudited accounting records for the relevant accounting periods and specified accounting framework presented; (ii) internal financial reporting systems supporting the preparation of financial statements; and (iii) the Group's other business operating systems and records.

4 Market, economic and industry data

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

Third party information contained in this document and, in particular, in paragraphs 4 (The UK Defined Benefit market – overview, Xafinity's services and recent trends) and 5 (The UK Defined Contribution market – overview, Xafinity's services and recent trends) of Part 13 (Information on the Xafinity Group) is predominantly derived from the following sources:

* UK Survey Findings of the Global Pension Risk Survey 2015 published by Aon Hewitt (''Aon Hewitt Survey'');
* Freedom & Choice Changes in pension legislation from April 2015: A practical guide for Trustees, published by Deloitte in March 2015 (the ''Deloitte Guide'');
* publications by the Financial Times (in particular, the article entitled ''1,000 defined benefit pension plans 'unlikely' to pay in full'' published on 13 December 2015 and the article entitled ''Perverse investment consulting industry condemned'' published on 22 November 2015) (the ''Financial Times'');
* Goldman Sachs European Financial Conference: Legal & General Group Plc (7 June 2016) (''GS L&G'');
* the financial reports for Willis Tower Watson, Mercer, Aon Hewitt, JLT Benefits Solutions, Capita Employee Benefits, Lane Clark & Peacock, Hymans Robertson, Barnett Waddingham, Buck Consultants, Punter Southall and First Actuarial (the ''Market Financial Reports'');
* publications by Now Pensions (including the article entitled ''What is a Master Trust'' dated 15 December 2016 and the article entitled ''An introduction to auto enrolment'' dated April 2016) (''Now Pensions'');
* publications by the Pensions Advisory Service (in particular, the online publication entitled ''Workplace Pension Schemes'' as at 17 November 2017) (the ''Pensions Advisory Service'');
* publications by the Pensions Authority (including the online publication entitled ''Fees & Charges – Annual management charges'' as at 17 November 2017) (the ''Pensions Authority'');
* publications by the Pensions Policy Institute (including The Future Book 2016) (the ''Pensions Policy Institute'');
* publications by the Pensions Regulator (including the publication entitled ''Trustee Guidance'' dated December 2007 and the online publication entitled ''Master Trust Assurance'' as at 12 December 2016) (the ''Pensions Regulator Guidance'');
* publications by the Pensions and Lifetimes Savings Association (including the online publication entitled ''PQM Ready Schemes'' as at 17 November 2017) (the ''PLSA'');
* publications by PruAdviser (including the article entitled ''Individual Protection 2014'' as updated 3 August 2016 and the article entitled ''Annual Allowance'' as at 27 October 2016) (''PruAdviser'');
* The Purple Book DB Pensions Universe Risk Profile 2015, published by the Pension Protection Fund (''Purple Book 2015'');
* The Purple Book DB Pensions Universe Risk Profile 2016, published by the Pension Protection Fund (''Purple Book 2016'');
* publications by the Telegraph (in particular, the article entitled ''Xafinity acquired by Advent International'' dated 28 January 2010 and the article entitled ''Final Salary pension – Your retirement income is at risk'' dated 21 February 2015) (the ''Telegraph''); and
* publications by The Actuary (in particular, the article entitled ''Significant risk to defined benefit (DB) scheme members'' published on 20 October 2016 and the article entitled ''Made simple – pensions de-risking'' published on 1 November 2010) (''The Actuary'').

The Company confirms that where information in this document has been sourced from a third party, that information has, so far as the Company is aware, been accurately reproduced. So far as the Company is aware and has been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Certain information on market, industry and competitive positions set out in this document is not based on published statistical data or data sourced from independent third parties. Rather, it represents the Directors' estimates, based on information available to them as at the date of this document, including information obtained from trade and business organisation and other contacts within the Group's industry, as well as information published by competitors and which, in each case, has not been independently verified. Trends described as industry trends may not apply across the industry due to the diversity of participants and, as such, may have a greater or lesser impact on the Group than on other participants. Please also refer to Part 2 (Risk Factors) for information on the risks associated with reliance on this document. None of the sources listed above has authorised the contents of, nor any part of, this document, and accordingly no liability whatsoever is accepted by any of such sources for the accuracy or completeness of any market data or other information attributed to them which is included in this document.

5 Rounding

Certain figures included in this document, including financial, statistical and operating information, have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

6 Currencies

All references in this document to ''pounds'', ''pounds sterling'', ''Sterling'', ''£'', ''pence'', ''penny'' and ''p'' are to the lawful currency of the UK.

Unless otherwise indicated, the financial information contained in this document has been expressed in pounds sterling. For all members of the Group, the functional currency is pounds sterling, and the Group presents its financial statements in pounds sterling.

7 Forward-looking statements

Some of the statements in this document include forward-looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words ''expects'', ''intends'', ''plans'', ''believes'', ''projects'', ''anticipates'', ''will'', ''targets'', ''aims'', ''may'', ''would'', ''could'', ''continue'' and similar statements are of a future or forward-looking nature.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These factors include, but are not limited to, those described in Part 2 (Risk Factors), which should be read in conjunction with the other cautionary statements that are included in this document. Any forward-looking statements in this document reflect the Directors' current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy.

These forward-looking statements speak only as of the date of this document. Subject to any obligations under the Prospectus Rules, the Listing Rules, the Transparency Rules, the Market Abuse Regulation or any other applicable law or regulation, the Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision.

For the avoidance of doubt, the foregoing wording does not in any way seek to qualify the working capital statement set out in paragraph 15 of Part 22 (Additional Information) of this document.

8 No incorporation of website information

The contents of the Company's or the Group's websites or any website directly or indirectly linked to the Company's or the Group's websites do not form part of this document and investors should not rely on them.

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

Xafinity Directors	Tom Cross Brown (Independent Non-Executive Chairman) Ben Bramhall (Co-Chief Executive Officer) Paul Cuff (Co-Chief Executive Officer) Mike Ainslie (Chief Financial Officer) Jonathan Bernstein (Head of Pensions) Margaret Snowdon OBE (Independent Non-Executive Director) Alan Bannatyne (Independent Non-Executive Director)
Proposed Directors (from Completion)	John Batting (Executive Director) Jonathan Punter (Non-Executive Director)
Company Secretary	Prism CoSec 42-50 Hersham Road Walton-on-Thames Surrey KT12 1RZ
Registered Office	Phoenix House 1 Station Hill Reading Berkshire RG1 1NB
Website	www.xafinity.com
Sponsor and Financial Adviser	Deloitte Corporate Finance Deloitte LLP 2 New Street Square London EC4A 3BZ
Joint Bookrunner and Sole Broker	Zeus Capital Limited 82 King Street Manchester M2 4WQ
Joint Bookrunner and Sole Underwriter	Liberum Capital Limited Ropemaker Place Level 12 25 Ropemaker Street London EC2Y 9LY
Legal Advisers to the Company	Macfarlanes LLP 20 Cursitor Street London EC4A 1LT
Legal Advisers to Deloitte, Zeus Capital and Liberum Capital	Travers Smith LLP 10 Snow Hill London EC1A 2AL
Reporting Accountant	PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Auditor	BDO LLP 55 Baker Street London W1U 7EU
Registrar and Receiving Agent	Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times are London times. Each of the times and dates stated in the table below is indicative only and is subject to change. If any of the times and/or dates below change, the Company will announce such changes through a Regulatory Information Service.

	Time and date
Record Date for Open Offer Entitlements and Excess Open Offer Entitlements under the Open Offer	6.00 p.m. on 5 December 2017
Announcement of the Acquisition and the Capital Raising	7 December 2017
Ex-entitlement date for the Open Offer	7 December 2017
Publication and posting of this document, the Application Form and Form of Proxy	8 December 2017
Open Offer Entitlements and Excess Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders in CREST	8.00 a.m. on 11 December 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 22 December 2017
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 27 December 2017
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 28 December 2017
Latest time and date for receipt of Forms of Proxy / CREST Proxy Instructions	10.30 a.m. on 2 January 2018
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement or relevant CREST instructions (as appropriate)	11.00 a.m. on 2 January 2018
Announcement of results of Capital Raising through a Regulatory Information Service	3 January 2018
General Meeting of Xafinity plc	10.30 a.m. on 4 January 2018
Admission of the Capital Raising Shares and commencement of dealings	8.00 a.m. on 5 January 2018
Capital Raising Shares credited to CREST accounts (uncertificated holders only)	as soon as practicable after Admission of the Capital Raising Shares
Despatch of definitive share certificates in respect of the Capital Raising Shares (where applicable)	no later than 9 January 2018
Admission of the Completion Shares and commencement of dealings	8.00 a.m. on 11 January 2018
Date of Completion	11 January 2018
Issue of Earn Out Shares (if any)	following publication of 2019 Xafinity Accounts

SHARE CAPITAL AND CAPITAL RAISING STATISTICS

Firm Placing and Placing and Open Offer(1)
Offer Price per Capital Raising Share	170 pence
Discount to the Closing Price of an Existing Ordinary Share on 6 December 2017	1.7 per cent
Open Offer Entitlement	1 Open Offer Share for every 13 Existing Ordinary Shares
Number of Existing Ordinary Shares in issue at the Latest Practicable Date	136,896,244
Number of Firm Placing Shares to be issued pursuant to the Capital Raising	30,645,990
Number of Open Offer Shares to be issued pursuant to the Capital Raising	10,530,480
Number of Capital Raising Shares to be issued pursuant to the Capital Raising	41,176,470
Number of Ordinary Shares in issue immediately following Admission of the Capital Raising Shares	178,072,714
Capital Raising Shares as a percentage of the Company's Enlarged Share Capital immediately following Admission of the Capital Raising Shares	23.1 per cent
Estimated gross proceeds of the Capital Raising	£70 million
Estimated expenses of the Capital Raising	£4.2 million
Estimated net proceeds of the Capital Raising receivable by the Company after deduction of estimated expenses	£65.8 million
ISIN of the Existing Ordinary Shares	GB00BDDN1T20
ISIN of the Open Offer Entitlements	GB00BD3HSL53
ISIN of the Excess Open Offer Entitlements	GB00BD3HSM60
SEDOL	BDDN1T2
Acquisition(1)
Number of Completion Shares to be issued pursuant to the Acquisition	25,766,871
Number of Ordinary Shares in issue immediately following Admission of the Completion Shares	203,839,585
Completion Shares as a percentage of the Company's Enlarged Share Capital immediately following Admission of the Completion Shares	12.6 per cent
Capital Raising Shares as a percentage of the Company's Enlarged Share Capital immediately following Admission of the Completion Shares	20.2 per cent
Estimated expenses of the Acquisition	£3.2 million
Total
New Ordinary Shares as a percentage of the Enlarged Share Capital immediately following Admission of the Completion Shares	32.8 per cent
Maximum number of Earn Out Shares to be issued pursuant to the Acquisition(2)	6,134,969

Notes:

(1) These figures are calculated assuming that: (a) the number of Ordinary Shares in issue and to be issued on a fully diluted basis as at close of business on the Latest Practicable Date does not change and that no issue of Ordinary Shares, other than the issue of the Capital Raising Shares under the Capital Raising and the issue of the Completion Shares under the Acquisition, occurs between the Latest Practicable Date and Completion; and (b) the maximum number of Ordinary Shares proposed to be issued pursuant to the Acquisition and the Capital Raising are issued.

(2) The proportion of the Company's share capital represented by the Earn Out Shares will depend on the number of Earn Out Shares issued (if any) in accordance with the Acquisition Agreement, and on the number of Ordinary Shares in issue at the time of such issue (which would take place following the publication of the 2019 Xafinity Accounts).

LETTER FROM THE CHAIRMAN OF XAFINITY PLC

Xafinity plc

Incorporated in England and Wales with registered number 08279139

Xafinity Directors Registered Office

Tom Cross Brown (Independent Non-Executive Chairman) Ben Bramhall (Co-Chief Executive Officer) Paul Cuff (Co-Chief Executive Officer) Mike Ainslie (Chief Financial Officer) Jonathan Bernstein (Head of Pensions) Margaret Snowdon OBE (Independent Non-Executive Director) Alan Bannatyne (Independent Non-Executive Director)

Phoenix House 1 Station Hill Reading Berkshire RG1 1NB

Dear Shareholder,

Proposed acquisition of the Target Group, proposed Firm Placing of 30,645,990 Firm Placing Shares, Placing and Open Offer of 10,530,480 Open Offer Shares, issue of 25,766,871 Completion Shares and issue of up to 6,134,969 Earn Out Shares in connection with the proposed acquisition of the Target Group, and Notice of General Meeting

1 Introduction

1.1 The Acquisition

On 7 December 2017, the Company announced that it had entered into the Acquisition Agreement with Punter Southall Group Limited (''PS Topco'') to acquire Punter Southall Holdings Limited (''Target Holdco''), the holding company of the Target Group. The Company will also acquire certain minority interests in the Target Group pursuant to the Acquisition.

The Acquisition Agreement is conditional and provides for a total consideration of up to approximately £153 million. It is currently anticipated that completion of the Acquisition in accordance with the terms of the Acquisition Agreement (''Completion'') will occur on or around 11 January 2018. The terms and conditions of the Acquisition are summarised in Part 8 (Terms and Conditions of the Acquisition).

The consideration due under the Acquisition Agreement will be satisfied through:

* a payment of £92,520,000 in cash;
* the issue of 25,766,871 Completion Shares (valued, for the purposes of the Acquisition, at 163 pence per Completion Share, being approximately £42 million in aggregate), representing approximately 12.6 per cent of the Company's Enlarged Share Capital following the completion of the Capital Raising and Completion;
* the transfer (pursuant to the Disposal Agreement) by Xafinity Consulting to PS Topco of the entire issued share capital of HR Trustees at an agreed value, for the purposes of such transfer, of £8,480,000; and
* the issue of up to 6,134,969 Earn Out Shares (valued, for the purposes of the Acquisition, at the same price per share as the Completion Shares, being a maximum of approximately £10 million in aggregate) following Completion, pursuant to a contingent deferred consideration mechanism.

The cash component of the consideration is proposed to be financed by a combination of (a) the Firm Placing and Placing and Open Offer to raise in aggregate approximately £70 million (before expenses) and (b) funds drawn down under the New Debt Facilities totalling £80 million (which replaces an existing debt facility of £38 million and will provide £42 million of incremental debt capacity). If the Capital Raising does not proceed then the Acquisition will not proceed.

Part of the consideration, comprising the Earn Out Shares, is both contingent and deferred. PS Topco's and the Minority Sellers' respective entitlements to Earn Out Shares, if any, will be calculated by reference to the 2019 Xafinity Accounts, as described in paragraph 1.3 of Part 8 (Terms and Conditions of the Acquisition).

HR Trustees is the operating company of the Xafinity Group's non-core independent trustee business. The Disposal is (pursuant to the Disposal Agreement) conditional, and completion thereof will occur immediately, upon Completion. Further information on the Disposal is set out at paragraph 2.2, below, and a summary of the terms of the Disposal pursuant to the Disposal Agreement is set out in paragraph 2.2 of Part 8 (Terms and Conditions of the Acquisition).

Following Completion, certain Acquisition Share Awards will be made under the Xafinity PSP to current Target Group employees. The Acquisition Share Awards will be made in two tranches, with the first tranche to be made as soon as practicable after Completion. The first tranche of the Acquisition Share Awards (relating to 1,533,742 Ordinary Shares) are proposed to have no performance conditions and to be excluded for the purposes of the dilution limits in rule 3.1 of the Xafinity PSP and rule 5.2 of the Xafinity Sharesave Plan. Accordingly, Resolution 5, to be proposed at the General Meeting, seeks Shareholders' consent to amend the Rules of the Xafinity PSP and the Rules of the Xafinity Sharesave Plan for this purpose. For further information, see paragraph 3 of Part 8 (Terms and Conditions of the Acquisition) and the notice of General Meeting set out in Part 25 (Xafinity plc Notice of General Meeting).

In the immediate term, the Group's and Target Group's businesses will continue to trade under their current brands, in each case with a tagline of ''Part of Xafinity Punter Southall''. The Xafinity Directors have set a target of April 2018 for a decision to be reached on the future branding strategy for the Enlarged Group.

As noted above, the terms and conditions of the Acquisition, including the key terms of the Acquisition Agreement, the Disposal Agreement, the Transitional Services Agreement, the IP Licence Agreement, the Lock-In Deeds, the Relationship Agreement, and certain other related documents, are summarised in Part 8 (Terms and Conditions of the Acquisition).

The Board believes that the Acquisition represents a compelling and highly attractive opportunity to create a new leading mid-market player in the provision of actuarial, investment advisory and administration services, with the potential to challenge and more effectively compete with the Global Consultancies. For further information on the background to, and reasons for the Acquisition, see paragraph 2, below.

1.2 The Target Group

The Target Group, which operates across nine UK offices and has approximately 450 employees, comprises three businesses: (i) the Actuarial Consulting Business, (ii) the Pensions Administration Business and (iii) the Investment Consulting Business. These businesses can be summarised as follows:

* The Actuarial Consulting Business provides actuarial advice to the trustees or employer sponsors of approximately 425 UK occupational pension schemes.
* The Pensions Administration Business administers pensions for approximately 380,000 scheme members belonging to more than 200 UK occupational pension schemes.
* The Investment Consulting Business provides specialist consulting services, including investment strategy, risk management and investment governance, to the trustees or employer sponsors of over 115 UK occupational pension schemes.

The Target Group reported revenue for the year ended 31 December 2016 of approximately £51 million and Adjusted EBITDA of approximately £11 million.

The Xafinity Directors believe that the two groups' comparable actuarial, investment consulting and administration businesses, each of which has a strong market reputation, a diversified client base, long-standing client relationships and a collegiate employee culture, are very well suited to a combination within the Enlarged Group.

Further information about the Target Group is set out in paragraph 5, below, and in Part 14 (Information on the Target Group).

1.3 The Capital Raising

As more fully described in paragraph 7, below, the Company proposes to undertake the Capital Raising to raise gross proceeds of approximately £70 million, the net proceeds of which will be used to fund (together with the funds from the New Debt Facilities) the cash component of the consideration payable under the Acquisition Agreement and the associated transaction fees.

The Capital Raising comprises the issue of, in aggregate, 41,176,470 Capital Raising Shares at an Offer Price of 170 pence per share. The Firm Placing Shares have been conditionally placed with institutional and other investors by the Joint Bookrunners. The Open Offer Shares have been conditionally placed with institutional and other investors by the Joint Bookrunners, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

The Capital Raising is being fully underwritten by Liberum Capital, subject to, and in accordance with, the terms and conditions of the Sponsor and Placing Agreement.

The Offer Price represents a discount of 1.7 per cent to the Closing Price of 173.0 pence per Existing Ordinary Share on 6 December 2017 (being the last Business Day before the announcement of the Capital Raising). The Capital Raising is conditional, among other things, on the approval of the Acquisition and related matters at the General Meeting.

While the Capital Raising will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Capital Raising is not conditional upon Completion. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Xafinity Directors' current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Xafinity Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Xafinity Directors will consider how best to return surplus capital to Shareholders. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Capital Raising. The Xafinity Directors would expect to effect such a return within 12 months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.

Applications will be made for the Capital Raising Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market (together ''Admission of the Capital Raising Shares''). It is expected that Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 5 January 2018. Additionally, applications will be made for the Completion Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market (together, ''Admission of the Completion Shares''). It is expected that Admission of the Completion Shares will become effective and that dealings in Completion Shares will commence at 8.00 a.m. on 11 January 2018.

1.4 The New Debt Facilities

On 7 December 2017 the Company's existing debt facilities (pursuant to the Existing Facilities Agreement) were amended and restated to increase the aggregate facilities available thereunder to £80 million of committed facilities to be advanced by certain lenders, including HSBC Bank plc and The Governor and Company of the Bank of Ireland.

The New Debt Facilities comprise two revolving credit facilities: ''Facility A'' and ''Facility B''. Subject to the terms of the Amended Facilities Agreement, Facility A is available for drawing in a maximum aggregate amount of £38 million and Facility B is available for drawing in a maximum aggregate amount of £42 million.

Facility A may be utilised for the purpose of funding the general corporate and working capital purposes of the Group, including, but not limited to, the refinancing of any existing financial indebtedness of the Group. Facility B may be utilised for the financing of or payment of any costs, expenses and fees in connection with the Acquisition. Thereafter, Facility B may be used for the same purpose as Facility A.

The Amended Facilities Agreement also provides the Company with the ability to request (on an uncommitted basis) that the total commitments thereunder be increased by a further £20 million.

Further details of the Amended Facilities Agreement and the New Debt Facilities are set out in paragraph 13.1.6 of Part 22 (Additional Information).

1.5 The Proposed Directors

The Board currently comprises four Executive Directors and three Non-Executive Directors. It is proposed that, with effect from Completion, the following individuals will join the Board in the following roles:

* John Batting (Executive Director)
* Jonathan Punter (Non-Executive Director)

Jonathan Punter is currently a director of PS Topco and John Batting is one of the Minority Sellers.

1.6 Shareholder approval

The Acquisition is of sufficient size relative to the Group to constitute a Class 1 transaction under the Listing Rules, and is therefore conditional, among other things, on the approval of all of the Resolutions by the Shareholders at the General Meeting to be held at 10.30 a.m. on 4 January 2018. A notice of General Meeting is set out in Part 25 (Xafinity plc Notice of General Meeting). Although the Disposal is conditional on Completion, it does not, of itself, require the approval of Shareholders.

1.7 This letter

The purpose of this letter is to: (i) explain the background to and reasons for the Acquisition and the Capital Raising; (ii) explain why the Board believes that each of the Acquisition and the Capital Raising is in the best interests of the Group and its shareholders and; (iii) explain why the Board recommends that you vote in favour of each of the Resolutions to be proposed at the General Meeting. This document should be read in its entirety and you should not rely solely on the information in this Part 7 (Letter from the Chairman of Xafinity plc). Your attention, in particular, is drawn to the risk factors set out in Part 2 (Risk Factors).

2 Background to and reasons for the Acquisition, the Disposal and the Capital Raising

2.1 The Acquisition

The Xafinity Directors believe that the Target Group's business is highly complementary to Xafinity's. The overall market for the provision of actuarial, investment and administrative services to UK DB Schemes can be segmented broadly into three categories: (i) the ''big three'' (namely, the Global Consultancies); (ii) the mid-market (which currently includes both the Xafinity Group and the Target Group); and (iii) the smaller regional market.

The Acquisition represents an opportunity for Xafinity to progress its strategy of consolidating the mid-market in actuarial, investment and administrative services to trustees and sponsors of UK DB Schemes, by creating a new leading player with increased capability to challenge the Global Consultancies.

The Xafinity Directors believe that, as a result of the Acquisition, the Enlarged Group will benefit from enhanced opportunities for growth, for the following reasons:

* The Enlarged Group would have a high profile in the pensions industry, which the Board believes may lead to an increase in the number of invitations and opportunities received by Xafinity to tender for services to trustees of DB Schemes for the provision of actuarial, administration and/or investment consulting services. The markets in which both the Xafinity Group and the Target Group operate are fragmented, and some tender opportunities may not be received by either of them. The Xafinity Directors believe that the Enlarged Group could have access to a greater proportion of market opportunities in future by providing a compelling alternative to the Global Consultancies, by virtue of its increased scale and profile.

* The Xafinity Directors believe that a key benefit of the Acquisition would be to strengthen the overall capabilities of the Xafinity Group and the Target Group. In the Board's view, Xafinity has market-leading offerings in certain areas, including de-risking activity through the Centre of Excellence, in technology (with the development of ''Radar'', Xafinity's actuarial and investment software) and in relation to the DC market with the National Pension Trust. Xafinity has had success introducing these offerings to its own client base and, the Xafinity Directors believe, such services are also likely to be attractive to the Target Group's clients following Completion. Similarly, there are areas of expertise within the Target Group that are stronger than Xafinity's relative capabilities (for example, in the area of pension scheme administration, where significant growth, has been achieved, taking on some of the largest contracts in the market, and advice on corporate mergers and acquisitions activity through Punter Southall Transaction Services). The Xafinity Directors consider that the Acquisition would enable both firms to 'level up' in such areas across the Enlarged Group.
* The Xafinity Directors believe that the Enlarged Group would be well-placed to benefit from some of the potential outcomes of the CMA's review of investment consulting activity. This is an area of the Group's and the Target Group's services where the significant majority of the market (around 80 per cent) is concentrated in the Global Consultancies, which the FCA and the CMA have decided merits investigation for a variety of reasons. The Xafinity Directors believe that the Enlarged Group, which would be the largest ''pure play'' pensions consulting firm in the UK outside of the Global Consultancies, could benefit from any movement of clients or business away from the Global Consultancies in this market, with both the Xafinity and Punter Southall investment consulting businesses having a good reputation for high quality in this market.

A key challenge in any merger of ''people businesses'' is the cultural fit between the groups. Some members of the senior management team of Xafinity know the Target Group very well: each of the Co-Chief Executive Officers of the Xafinity Group previously worked in the Target Group (Paul Cuff for seven years, Ben Bramhall for six years), where they both trained and qualified as actuaries at the beginning of their careers, and have retained strong relationships with senior staff in the Target Group. The Xafinity Directors believe that this should be of significant benefit in the context of integrating the two businesses, and the Xafinity Directors therefore believe that the post-Acquisition businesses would be well-placed to succeed in the future.

Furthermore, the deferral of a proportion of the share consideration due under the Acquisition Agreement (comprising the Earn Out Shares), and the post-Acquisition shareholding of PS Group, creates a significant alignment of interests during the period of integration, with all parties being motivated to seek to achieve a seamless transition.

2.2 The Disposal

The Disposal represents an opportunity for Xafinity to divest a non-core business at the same time as undertaking an acquisition which complements the Group's strategy.

HR Trustees provides professional trustee services to approximately 100 UK occupational pension schemes. HR Trustees and Xafinity's consulting business operate independently, to protect the current Xafinity Group against a potential conflict of interest that would or could arise if HR Trustees and Xafinity were to share a client. As such, HR Trustees effectively represents a barrier to growth for Xafinity, because Xafinity's addressable market is reduced by HR Trustees' clients. Although this restriction has a relatively small effect in a comparatively large wider market, it would become a greater issue if Xafinity and/or HR Trustees were to grow their market share in future. The Disposal solves this issue.

Each UK DB Scheme will typically have a number of individual trustees on its trustee board. Given the increased requirements and complexity of running a UK DB Scheme, there is an increasing trend towards pension schemes including at least one professional trustee on their trustee board. Even where a professional trustee is not appointed to the trustee board, many pension schemes will use the services of a professional trustee in certain situations such as significant ad hoc projects.

After the Disposal, PS Group will have a larger professional trustee business, as HR Trustees would be merged with the PS Independent Trustees business. The Enlarged Group would seek to maintain a good relationship with the PS Independent Trustees business going forward, and the Xafinity Directors believe that there could be the potential for future opportunities to provide services to that business in the future.

2.3 The Capital Raising

The Company is proposing to raise gross proceeds of approximately £70 million by way of the Capital Raising which, in addition to the funds drawn down under the New Debt Facilities, will be used to fund the Acquisition (and expenses incurred in connection with the Acquisition). If the Capital Raising does not proceed then the Acquisition will not proceed.

The Board considers the Firm Placing, Placing and Open Offer to be a suitable fundraising structure as it provides Shareholders with the flexibility to enable them to participate in the Capital Raising.

The Board believes that undertaking the Capital Raising at the Offer Price represents an attractive opportunity for the Company to secure equity funding for the Acquisition, and maintain sufficient capacity to pursue further growth opportunities that may arise in the future, whether by way of further acquisitions or through investment into the Xafinity Group's (or, following Completion, the Enlarged Group's) existing platform.

3 Financial impact of the Acquisition and use of proceeds

The Board expects the Acquisition to be earnings enhancing for the Group for the year ending 31 March 2019 and materially earnings enhancing thereafter. However, no statement in this document should be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historical published earnings per share of the Group.

The Company proposes to use the net proceeds of the Capital Raising of approximately £65.8 million to fund part of the cash consideration payable under the Acquisition Agreement and the associated transaction fees, with the balance of such cash consideration being financed pursuant to one or more drawdowns under the New Debt Facilities. The cash consideration payable under the terms of the Acquisition Agreement is £92,520,000. The Company will incur commissions, adviser fees and expenses of approximately £7.4 million in connection with the Acquisition and the Capital Raising.

Shareholders should note that, while the Capital Raising will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Capital Raising is not conditional upon Completion. After Admission of the Capital Raising Shares, the Acquisition could fail to complete. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Xafinity Directors' current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Xafinity Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Xafinity Directors will consider how best to return surplus capital to Shareholders. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Capital Raising. The Xafinity Directors would expect to effect such a return within 12 months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.

A pro forma income statement for the year ended 31 March 2017 and a pro forma statement of net assets as at 30 September 2017 illustrating the effects of the Acquisition and the Capital Raising as if they had occurred on 1 April 2016 and at 30 September 2017, respectively, is set out in Section B of Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group). This information is unaudited and has been prepared for illustrative purposes only.

4 Summary information on the Xafinity Group and its current trading

4.1 Overview

Xafinity is a pensions actuarial, consulting and administration business providing a wide range of services to over 550 pension scheme clients. The Company combines expertise, insight and technology to address the needs of both pension trustees and sponsoring companies. The Xafinity Group has more than 400 employees, of which approximately 90 per cent are client facing, with offices in Reading, Leeds, Stirling, Belfast, London and Manchester providing it with access to staff, expertise and clients in geographic locations across the UK.

Xafinity enjoys very high levels of client loyalty with 80 per cent of the top 20 fee payers having been clients for over 10 years. This, combined with the predictable nature of the activities carried out by the Xafinity Group, means that a high proportion of the Xafinity Group's revenues repeat each year.

Xafinity's principal businesses operate in three key markets: (i) the Xafinity Pensions Advisory and Administration Business and the HR Trustees business operate primarily in the UK DB market; (ii) Xafinity's Master Trust platform, called the National Pension Trust, operates in the UK DC market; and (iii) the SSAS and SIPP Business operates in the UK SSAS and SIPP services market.

The principal activity of the Company is that of a holding company for the Xafinity Group. The Company has been listed on the premium segment of the London Stock Exchange's Main Market since 16 February 2017.

4.2 Current trading and prospects

The Group's performance since 30 September 2017 has remained in line with the Board's expectations, with a number of new client wins built on robust trading momentum and delivery of the Company's strategy to build market share in the pensions advisory sphere. The revenues from these new client wins are expected to have a positive incremental effect on the Company through the remainder of the current financial year. Trading conditions remain strong and, with a strong pipeline of visible new opportunities, the Board looks forward to the rest of the financial year with confidence.

5 Summary information on the Target Group and its current trading

5.1 Overview

PS Group was established in 1988 to provide actuarial, administration and investment consulting services to UK occupational pension schemes. Two of the founders of PS Group were Jonathan Punter and Stuart Southall.

The Target Group operates three of the PS Group's key businesses. They are:

* the Actuarial Consulting Business, which provides actuarial advice to the trustees or employer sponsors of approximately 425 UK occupational pension schemes;
* the Pensions Administration Business, which administers pensions for approximately 380,000 scheme members belonging to more than 200 UK occupational pension schemes; and
* the Investment Consulting Business, which provides specialist consulting services, including investment strategy, risk management and investment governance, to the trustees or employer sponsors of over 115 UK occupational pension schemes.

The Xafinity Directors believe the Target Group to be a high-quality business with operations that are very similar in nature to those of the Xafinity Group.

In the combined historical financial information for the year ending 31 December 2016, the Target Group reported revenue of £51.0 million, operating profit of £10.6 million and gross assets of £26.0 million.

5.2 Current trading and prospects

The Target Group's business, in common with the Xafinity Group, enjoys a high proportion of revenue which is recurring or repeatable in nature, as well as a stable employee cost base. Since 31 December 2016, the Target Group has continued to trade in line with the expectations of the Target Group's management, with continued revenue growth due to significant new client wins in the Pensions Administration Business.

6 Summary of the key terms of the Acquisition

6.1 Acquisition Agreement and ancillary documents

In order to implement the Acquisition, the Company and PS Topco have entered into the Acquisition Agreement. The terms and conditions of the Acquisition, including the key terms of the Acquisition Agreement, the Disposal Agreement, the Transitional Services Agreement, the IP Licence Agreement, the Lock-In Deeds, the Relationship Agreement, and certain other related documents, are summarised in Part 8 (Terms and Conditions of the Acquisition).

Under the terms of the Acquisition Agreement, and subject to the conditions thereunder being satisfied, the Company will (through Xafinity CRL) acquire Target Holdco (and each of its subsidiaries and subsidiary undertakings), the Minority Shares and the PL B Shares, in consideration for (i) aggregate cash consideration of £92,520,000 (subject to a post-Completion adjustment mechanism), (ii) the issue of 25,766,871 Completion Shares (valued at approximately £42 million in aggregate), (iii) the transfer (pursuant to the Disposal Agreement) by Xafinity Consulting to PS Topco of the entire issued share capital of HR Trustees (valued at £8,480,000 for the purposes of such transfer), and (iv) the issue of up to 6,134,969 Earn Out Shares (attributing a maximum value to such shares for the purposes of the Acquisition at £10 million). The total consideration is valued at up to approximately £153 million.

Completion is conditional, among other things, on: (i) the Resolutions being passed without amendment; (ii) the Sponsor and Placing Agreement not being terminated or lapsing in accordance with its terms prior to Admission of the Capital Raising Shares; and (iii) the granting by the FCA of approval in relation to the change of control of PS Investment Consulting, together with certain other conditions to Completion (including with respect to the times by which Admission of the Capital Raising Shares and Admission of the Completion Shares must occur), as described more fully in paragraph 1.4 of Part 8 (Terms and Conditions of the Acquisition)).

6.2 Class 1 transaction approvals

Owing to its size, the Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules, and therefore requires approval from Shareholders. Accordingly, a General Meeting has been convened for 4 January 2018 for the purpose, among other things, of passing a Resolution approving the Acquisition. Further details regarding the General Meeting are set out in paragraph 14, below.

7 Financing the Acquisition

The consideration due under the Acquisition Agreement includes a cash component, the transfer of the shares in HR Trustees, and the issue of the Consideration Shares (comprising the Completion Shares and, if any, the Earn Out Shares).

A summary of the New Debt Facilities is set out at paragraph 1.4, above, and a summary of the Amended Facilities Agreement and the New Debt Facilities are set out in paragraph 13.1.6 of Part 22 (Additional Information).

Subject to the satisfaction of the other conditions to Completion, the Company will apply for the Completion Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market.

The Completion Shares (and, if applicable, any Earn Out Shares) will be issued to PS Topco and the Minority Sellers in the proportions agreed under the Acquisition Agreement. PS Topco's and the Minority Sellers' holdings of Ordinary Shares will, following Completion, be subject to the Lock-in Deeds entered into by, respectively, PS Topco and the Minority Sellers, the Company and the Joint Bookrunners, the terms of which are summarised in paragraph 2.5 of Part 8 (Terms and Conditions of the Acquisition).

The Completion Shares (and, if any, the Earn Out Shares) will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares (and the Capital Raising Shares), including the right to receive all dividends or other distributions declared after the date of their issue. The Completion Shares (and, if any, the Earn Out Shares) will be in registered form and capable of being held in certificated form or uncertificated form in CREST.

Application will be made for the Completion Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission of the Completion Shares will become effective at 8.00 a.m. on 11 January 2018.

If any Earn Out Shares are due to be issued pursuant to the terms of the Acquisition Agreement as summarised in paragraph 1.3 of Part 8 (Terms and Conditions of the Acquisition), application would be made for any such Earn Out Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities at the relevant time.

8 Integration, management and employees following the Acquisition

Xafinity is in the process of finalising a detailed programme to integrate the Target Group within the equivalent actuarial consulting, pensions administration and investment consulting businesses of the Xafinity Group as efficiently as possible. The Xafinity Directors attach great importance to the skills and experience of the management and employees of the Target Group, and believe that they will be an important factor in the success of the Enlarged Group.

In connection with the Acquisition, the Company and PS Topco have agreed a Transitional Services Agreement, the terms of which are summarised in more detail in paragraph 2.3 of Part 8 (Terms and Conditions of the Acquisition). Under the Transitional Services Agreement, PS Topco will provide certain IT, finance, human resources, legal and compliance and facilities management services to the Target Group for up to two years after Completion. In the year ended 31 December 2016, the Target Group was charged £4.3 million by the wider PS Group in relation to the provision of overhead services support. This reflected the PS Group's internal charging model. The Target Group will continue to receive the benefit of overhead services support pursuant to the Transitional Services Agreement for two years following Completion and will, pursuant to the terms of the Transitional Services Agreement, pay up to £2.125 million per annum for such services (subject to additional charges that may be agreed). This charge was set by reference to the current per capita cost of the equivalent overheads within the Xafinity Group. However, the pricing mechanics under the Transitional Services Agreement should not be considered to be a guide to the cost of providing such services within the Enlarged Group after the expiration of the Transitional Services Agreement.

Anticipated additional net costs are estimated by management to be approximately £4 million during the 27 months following Completion. Such costs are associated with integration and the Enlarged Group's increased scale as a result of the Acquisition. Approximately two thirds of such costs relate to integration and are one-off in nature. The remainder relate to investing in functional capabilities of the Enlarged Group to ensure adequate resourcing.

Xafinity's management have developed an integration and business plan for the acquisition and integration of the Target Group and are well progressed on both preparation for 'day 1' implementation from Completion as well as a detailed programme for the business thereafter. In the immediate term, the Group's and Target Group's businesses will continue to trade under their current brands, in each case with a tagline of ''Part of Xafinity Punter Southall''. The Xafinity Directors have set a target of April 2018 for a decision to be reached on the future branding strategy for the Enlarged Group.

9 Principal terms of the Capital Raising

9.1 Overview

The Company proposes to issue Capital Raising Shares pursuant to the Capital Raising to raise approximately £70 million, before expenses. The Joint Bookrunners have made arrangements to conditionally place the Firm Placing Shares with Firm Placees, and to conditionally place the Open Offer Shares with Placing Placees subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer, in each case pursuant to the Sponsor and Placing Agreement, or failing which, in the case of Liberum Capital, to subscribe for such Firm Placing Shares or such Open Offer Shares itself.

The Offer Price was set having regard to the prevailing market conditions and the size of the Capital Raising. The Offer Price represents a discount of approximately 1.7 per cent to the Closing Price of 173.0 pence per Existing Ordinary Share on 6 December 2017 (being the last Business Day before the announcement of the Capital Raising).

The Capital Raising is conditional, among other things, on:

* the Resolutions being passed by the Shareholders at the General Meeting;
* the Company having complied with its obligations under the Sponsor and Placing Agreement that fall to be performed on or prior to Admission of the Capital Raising Shares and which are, in the reasonable opinion of Deloitte and the Joint Bookrunners, material in the context of the Capital Raising;
* the Acquisition Agreement being entered into, becoming unconditional in all respects (other than conditions relating to Admission of the Capital Raising Shares, Admission of the Completion Shares and the granting by the FCA of approval in relation to the change of control of PS Investment Consulting) and not having been terminated in accordance with its terms;
* the Amended Facilities Agreement being entered into, becoming unconditional in all respects (other than customary certain funds conditions and conditions relating solely to Admission of the Capital Raising Shares or Completion) and not having been terminated in accordance with its terms;
* Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018); and
* in the good faith opinion of the Joint Bookrunners and Deloitte, between the date of the Sponsor and Placing Agreement and Admission of the Capital Raising Shares, there having been no material adverse change in the financial, operational or legal condition or the earnings, management, business affairs, solvency or prospects of the Group, or of the Enlarged Group (taken as a whole), whether or not arising in the ordinary course of business.

The Capital Raising is expected to result in 41,176,470 Capital Raising Shares being issued (representing approximately 23.1 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares). Subject to Completion, the Capital Raising Shares will represent approximately 20.2 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares. The issue of the Capital Raising Shares is subject to the terms and conditions of the Sponsor and Placing Agreement, the principal terms of which are summarised in paragraph 13.1.1 of Part 22 (Additional Information).

Assuming Completion takes place, the Capital Raising proceeds of approximately £65.8 million (net of expenses) will be applied, together with the funds drawn down under the New Debt Facilities, to finance the cash consideration payable under the Acquisition Agreement, and associated transaction costs.

The Capital Raising Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared after the date of their issue. The Capital Raising Shares will be in registered form and capable of being held in certificated form or uncertificated form in CREST.

Application will be made for the Capital Raising Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission of the Capital Raising Shares will become effective and dealings in the Capital Raising Shares will commence at 8.00 a.m. on 5 January 2018.

Further details about the Capital Raising are set out in Part 10 (Terms and Conditions of the Firm Placing and the Placing), Part 11 (Terms and Conditions of the Open Offer) and Part 12 (Questions and Answers about the Open Offer).

9.2 The Firm Placing

The Joint Bookrunners, as agents of the Company, have made arrangements to conditionally place the Firm Placing Shares with certain institutional investors at the Offer Price, or failing which, in the case of Liberum Capital, to subscribe for such Firm Placing Shares itself, subject to the terms and conditions of the Sponsor and Placing Agreement.

The Firm Placing will proceed subject to Shareholder approval of the Resolution to disapply pre-emption rights in relation to the allotment of the Firm Placing Shares pursuant to the Firm Placing and to Shareholder approval of the other Resolutions, and subject to the other conditions of the Capital Raising being satisfied. The Firm Placing Shares are not subject to clawback, and do not form part of the Placing and Open Offer.

While the Firm Placing will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Firm Placing is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Firm Placing would only relate to an investment in the Group and not an investment in the Enlarged Group.

The Firm Placing Shares represent approximately 74.4 per cent of the Capital Raising Shares and approximately 17.2 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares. Subject to Completion, the Firm Placing Shares will represent approximately 15.0 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.

A summary of the principal terms of the Sponsor and Placing Agreement is set out in paragraph 13.1.1 of Part 22 (Additional Information).

9.3 The Open Offer

Qualifying Shareholders are invited, subject to the terms and conditions of the Open Offer, to subscribe for Open Offer Shares pro rata to their holdings as at the Record Date at the Offer Price of 170 pence per share, payable in full in cash on application, free of all expenses, on the basis of: 1 Open Offer Share for every 13 Existing Ordinary Shares, in each case rounded down to the nearest whole number of Open Offer Shares.

To the extent that the Open Offer Shares are not taken up by Qualifying Shareholders under the Open Offer, an equivalent number of shares will be subscribed by institutional investors pursuant to the Placing.

Qualifying Shareholders are also being offered the opportunity to subscribe for Excess Shares in excess of their Open Offer Entitlements pursuant to the Excess Application Facility.

Qualifying Shareholders may apply to subscribe for Excess Shares using the Excess Application Facility, should they wish. Qualifying Non-CREST Shareholders wishing to apply to subscribe for Excess Shares may do so by completing the relevant sections on the Application From. Qualifying CREST Shareholders who wish to apply to subscribe for more than their Open Offer Entitlements will have Excess Open Offer Entitlements credited to their stock account in CREST, and should refer to paragraph 5.5 of Part 11 (Terms and Conditions of the Open Offer) if they are a Qualifying Non-CREST Shareholder, or paragraph 6.3 of Part 11 (Terms and Conditions of the Open Offer) if they are a Qualifying CREST Shareholder, for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

The Excess Application Facility will comprise Open Offer Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements, which have been clawed back from Placing Placees. Qualifying Shareholders' applications for Excess Shares will, therefore, be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are made for less than their pro rata Open Offer Entitlements. If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will be scaled-back at the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part, or at all.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement in CREST, the Open Offer Entitlements and Excess Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements and/or Excess Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment are contained in Part 11 (Terms and Conditions of the Open Offer) to this document and, for Qualifying Non-CREST Shareholders, on the Application Form.

The Open Offer will proceed subject to Shareholder approval of the Resolution to disapply pre-emption rights in relation to the allotment of the Open Offer Shares pursuant to the Placing and Open Offer and to Shareholder approval of the other Resolutions, and subject to the other conditions of the Capital Raising being satisfied.

While the Open Offer will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Open Offer is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Open Offer would only relate to an investment in the Group and not an investment in the Enlarged Group.

The Open Offer Shares represent approximately 25.6 per cent of the Capital Raising Shares and approximately 5.9 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares. Subject to Completion, the Open Offer Shares will represent approximately 5.2 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.

The rights attaching to the Open Offer Shares will be uniform in all respects and will form a single class for all purposes. The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. In the event that the Open Offer does not become unconditional by 8.00 a.m. on 5 January 2018 (or such later time and date as the Company, the Joint Bookrunners and the Sponsor shall agree, being not later than 8.00 a.m. on 19 January 2018), the Open Offer will lapse and application monies will be returned, at the applicants' risk and without payment of interest, to the account of the bank from which such monies were originally debited, within 14 days thereafter.

9 The Placing

The Joint Bookrunners, as agents of the Company, have made arrangements to conditionally place the Open Offer Shares with institutional investors at the Offer Price, or failing which, in the case of Liberum Capital, to subscribe for such Open Offer Shares itself.

The commitments of the Placing Placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Subject to waiver or satisfaction of the conditions and the Sponsor and Placing Agreement not being terminated or lapsing in accordance with its terms, if valid applications are not received from Qualifying Shareholders for all of the Open Offer Shares by 11.00 a.m. on 2 January 2018, the number of Open Offer Shares not so applied for will be subscribed for at the Offer Price by such Placing Placees pursuant to the Placing or, failing which, will be subscribed for by Liberum Capital subject to the terms and conditions of the Sponsor and Placing Agreement.

The Placing will proceed subject to Shareholder approval of the Resolution to disapply preemption rights in relation to the allotment of the Open Offer Shares pursuant to the Placing and Open Offer and to Shareholder approval of the other Resolutions, and subject to the other conditions of the Capital Raising being satisfied.

While the Placing will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Placing is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Placing would only relate to an investment in the Group and not an investment in the Enlarged Group.

A summary of the principal terms of the Sponsor and Placing Agreement is set out in paragraph 13.1.1 of Part 22 (Additional Information).

9.5 Effect of the Capital Raising

Immediately following Admission of the Capital Raising Shares, the Enlarged Share Capital is expected to be 178,072,714 Ordinary Shares. On this basis, the Capital Raising Shares will represent approximately 23.1 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares. Subject to Completion, the Capital Raising Shares will represent approximately 20.2 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.

Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full (but not any Excess Open Offer Entitlements) will suffer a maximum dilution of approximately 17.2 per cent to their ownership and voting interests in the Company. Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer and do not participate in the Firm Placing or the Placing, and Shareholders who are not eligible to participate in the Open Offer or in the Firm Placing or the Placing, will suffer a maximum dilution of approximately 23.1 per cent to their ownership and voting interests in the Company by virtue of the issue of the Capital Raising Shares pursuant to the Capital Raising.

The Completion Shares will represent approximately 12.6 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares. The proportion of the Company's share capital represented by the Earn Out Shares will depend on the number of Earn Out Shares issued (if any) in accordance with the Acquisition Agreement, and on the number of Ordinary Shares in issue at the time of such issue (which would take place following the publication of the 2019 Xafinity Accounts).

10 Risk Factors

Investors should consider fully and carefully the risk factors associated with the Group, the Enlarged Group, the Acquisition and the Ordinary Shares. Your attention is drawn, in particular, to Part 2 (Risk Factors).

11 Employee Share Schemes

In accordance with the rules of the Xafinity PSP, the number of Ordinary Shares subject to awards under such plans, and the exercise price (if any) and performance conditions may be adjusted to take account of the issue of the New Ordinary Shares. Holders of awards under the Xafinity Share Plans will be informed of any such adjustments in due course.

In addition, as described in paragraph 3 of Part 8 (Terms and Conditions of the Acquisition), it is proposed that, in connection with the Acquisition, certain current Target Group employees would be granted certain awards under the Xafinity PSP.

12 Dividend policy

The Board has adopted a progressive dividend policy. It still expects to retain sufficient capital to fund ongoing operating requirements, an appropriate level of dividend cover and funds to invest in the Group's long-term growth.

For the year ended 31 March 2017, the Company paid a dividend of 0.73 pence per share.

It is expected that any final dividend of the Enlarged Group for the year ending 31 March 2018 will be proposed at its next annual general meeting, which is expected to be held in September 2018. Capital Raising Shares and Completion Shares will qualify for this final dividend.

13 Taxation

Certain information about UK taxation in relation to the Capital Raising is set out in Part 20 (UK Taxation). Such information is intended only as a general guide to the current UK tax position.

If you are in any doubt as to your tax position, or if you are subject to tax in a jurisdiction other than the United Kingdom, you should consult your own independent tax adviser without delay.

14 General meeting

A notice convening a General Meeting to be held at 10.30 a.m. on 4 January 2018, at which the Resolutions will be proposed, is set out in Part 25 (Xafinity plc Notice of General Meeting). The purpose of the General Meeting is for Shareholders to consider and, if thought fit, pass the Resolutions set out in full in the Notice of General Meeting.

Your attention is drawn to the fact that the Acquisition is conditional (among other things) upon Shareholder approval.

As a result of the size of the Target Group when compared to the Company, the Acquisition is classified under the Listing Rules as a Class 1 transaction, and its implementation requires the approval of Shareholders.

Voting on the Resolutions at the General Meeting will be by way of poll. Please refer to the notes contained in the Notice of General Meeting for further information.

15 Action to be taken

If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so. If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the issuer's agent.

16 Further information

Your attention is drawn to the further information set out in this document. Shareholders should read all of the information contained in this document before deciding on the action to take in relation to the General Meeting.

The results of the votes cast at the General Meeting will be announced as soon as possible, once known, through a Regulatory Information Service, and on Xafinity's website at www.xafinity.com. It is expected that this will occur on 4 January 2018.

17 Recommendation and voting intentions

The Board considers the Acquisition, the Capital Raising and the Resolutions to be in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, as all of the Xafinity Directors intend to do in respect of their own beneficial shareholdings, amounting to 2,859,692 Ordinary Shares in aggregate as at the Latest Practicable Date (representing approximately 2.09 per cent of the Existing Ordinary Shares).

The Xafinity Directors are fully supportive of the Firm Placing and Placing and Open Offer. Certain of the Xafinity Directors intend to participate in the Open Offer. The extent of any Xafinity Director participation will be announced after completion of the Capital Raising.

Yours sincerely

Tom Cross Brown Independent Non-Executive Chairman

TERMS AND CONDITIONS OF THE ACQUISITION

This Part 8 (Terms and Conditions of the Acquisition) is intended to provide Shareholders with a summary of the key terms and conditions of (a) the Acquisition Agreement (see paragraph 1, below) and (b) certain related arrangements in connection with the Acquisition (see paragraphs 2 to 4 (inclusive), below). These summaries are not intended to be exhaustive, and should in any event be read in conjunction with the rest of this document.

1 Acquisition Agreement

The Acquisition Agreement was entered into on 7 December 2017 by the Company and PS Topco.

1.1 Target Group interests

In accordance with the provisions of the Acquisition Agreement, and subject to the satisfaction or waiver of the conditions set out therein, the Company has agreed to purchase, or procure the purchase by Xafinity CRL, and PS Topco has agreed to sell, or procure the sale, of:

* the entire issued share capital of Target Holdco, the holding company of the Target Group;
* 14,500 ordinary shares of £1.00 each in the capital of PSAHL, which are currently held by the Minority Sellers, and which comprise all of the shares of PSAHL not held by Target Holdco, representing 14.5 per cent of PSAHL's share capital (the ''Minority Shares''); and
* four B ordinary shares of £0.01 each in the capital of Punter Southall Limited (the ''PL B Shares'') held by PS Topco, which comprise all of the shares of Punter Southall Limited not held by Target Holdco.

The Target Holdco shares, Minority Shares and PL B Shares will all be sold and purchased simultaneously on Completion.

Prior to the execution of the Acquisition Agreement, the Target Group Reorganisation was effected, pursuant to which Target Holdco and its subsidiaries disposed of certain corporate interests which it was agreed would not form part of the Acquisition. The Target Group Reorganisation is summarised in paragraph 13.2.1 of Part 22 (Additional Information).

1.2 Consideration

The total consideration to be paid by the Company pursuant to the Acquisition is up to approximately £153 million, to be satisfied by:

* a payment of £92,520,000 in cash;
* the issue of 25,766,871 Completion Shares (valued, for the purposes of the Acquisition, at 163 pence per Completion Share, being approximately £42 million in aggregate), representing approximately 12.6 per cent of the Company's Enlarged Share Capital following the completion of the Capital Raising and Completion;
* the transfer (pursuant to the Disposal Agreement) by Xafinity Consulting to PS Topco of the entire issued share capital of HR Trustees at an agreed value, for the purposes of such transfer, of £8,480,000; and
* the issue of up to 6,134,969 Earn Out Shares (valued, for the purposes of the Acquisition, at the same price per share as the Completion Shares, being a maximum of approximately £10 million in aggregate) following Completion, pursuant to a contingent deferred consideration mechanism.

The consideration is subject to a post-Completion adjustment, the quantum of which will be calculated by reference to the net working capital positions and the cash and debt positions of, respectively, the Target Group and HR Trustees. There will be a post-Completion adjustment, on a pound-for-pound basis, of the cash element of the consideration, calculated by reference to the amount by which the net cash and debt, and working capital, of the Target Group and HR Trustees (respectively) exceeds or is less than the target levels agreed by the parties. This post-Completion adjustment mechanism may result in an additional payment by Xafinity to PS Topco, or may result in a payment by PS Topco to Xafinity.

The sources of funding for the cash component of the consideration are summarised in paragraph 7 of Part 7 (Letter from the Chairman of Xafinity plc).

1.3 Earn Out Shares

PS Topco's and the Minority Sellers' respective entitlements to Earn Out Shares, if any, will be calculated by reference to the consolidated revenue of the Xafinity Group as stated in the 2019 Xafinity Accounts, subject to certain agreed adjustments (the ''2019 Xafinity Revenue'').

In summary, the 2019 Xafinity Revenue will dictate the number of Earn Out Shares to be issued to PS Topco and the Minority Sellers, such that if the 2019 Xafinity Revenue:

* is greater than an agreed target amount, all of the Earn Out Shares will be issued;
* is lower than an agreed minimum amount, no Earn Out Shares will be issued; and
* is greater than the agreed minimum amount but less than the agreed target amount (as above), some but not all of the Earn Out Shares will be issued.

The maximum aggregate number of Earn Out Shares which may be issued pursuant to the Acquisition Agreement is 6,134,969, which (as at the Latest Practicable Date) attributes a value to the Earn Out Shares component of the consideration, for the purposes of the Acquisition, of approximately £10 million.

1.4 Conditions to Completion

Under the terms of the Acquisition Agreement, Completion is conditional, among other things, on:

* the Resolutions being passed without amendment;
* there being no requirement under section 87G of FSMA or the Prospectus Rules for the Company to publish a supplementary prospectus in compliance with the Prospectus Rules prior to Completion or, if a supplementary prospectus is required, such supplementary prospectus having been prepared, approved by the UKLA and published in compliance with the Prospectus Rules;
* the Sponsor and Placing Agreement not being terminated or lapsing in accordance with its terms;
* the Disposal Agreement having been entered into;
* Admission of the Capital Raising Shares having taken place; and
* Admission of the Completion Shares.

Certain of the conditions above may be waived by the Company or PS Topco.

1.5 Termination Rights

The Acquisition Agreement will automatically terminate if the conditions noted in paragraph 1.4, above, have not been fulfilled or waived (if applicable) by 31 January 2018, unless the parties otherwise agree in writing. If the Acquisition Agreement terminates, the Disposal Agreement will automatically terminate.

In addition, if at any time prior to Completion:

* an event occurs which constitutes a ''material breach'' of PS Topco's pre-Completion undertakings and which will cause, or would reasonably be expected to cause, either (a) a reduction in the value of the Target Group (take as a whole) of £1 million or more or (b) expenditure by the Target Group of £1 million or more; or
* any single event occurs that results in a breach of any of the warranties given by PS Topco at the date of the Acquisition Agreement or immediately prior to Completion, or would constitute a breach of such a warranty when the warranty is (or would be) repeated immediately prior to Completion if, in the reasonable determination of Xafinity, such breach will cause, or would reasonably be expected to cause, a reduction in the value of the Target Group (taken as a whole) of £10 million or more

(any such event a ''Material Breach Event''), which is incapable of remedy or, if capable of remedy, is not remedied by PS Topco before Completion or within five Business Days of notice from Xafinity requiring the same to be remedied (whichever is earlier), then Xafinity may elect to terminate the Acquisition Agreement by giving notice in writing to PS Topco. Termination of the Acquisition Agreement by Xafinity in accordance with these provisions will be the only remedy available to Xafinity if exercised, and shall automatically release PS Topco from liability in respect of such breach.

1.6 Break Fee

The Company has agreed to pay PS Topco a break fee of £2 million (the ''Break Fee'') if the Acquisition Agreement is terminated in any circumstances other than:

* pursuant to a termination by Xafinity following a Material Breach Event, by exercising its rights as described in paragraph 1.5, above; or
* where the termination is due to the Sponsor and Placing Agreement being terminated (and the consequent non-satisfaction of the relevant condition to Completion under the Acquisition Agreement) by the Joint Bookrunners in certain limited circumstances.

1.7 Pre-Completion undertakings of PS Topco

Pursuant to the Acquisition Agreement, among other undertakings, PS Topco has agreed that each member of the Target Group shall carry on its business in the ordinary and usual course, that, among other things, no share or loan capital shall be allotted or issued (or agreed to be allotted or issued) and that no material capital expenditure or other material liabilities shall be incurred by the Target Group without the prior written consent of the Company. Breach of such pre-Completion undertakings could, in certain circumstances, constitute a Material Breach Event, as described in paragraph 1.5, above.

1.8 PS Topco's warranties

The Acquisition Agreement contains warranties, given by PS Topco (which are subject to certain limitations, in accordance with the terms of the Acquisition Agreement) as to, among other things:

* the due incorporation of each member of the Target Group under English law;
* PS Topco having the capacity to enter into the Acquisition Agreement and to perform fully its obligations under it;
* certain information contained in this document;
* the shares to be acquired pursuant to the Acquisition Agreement comprising the whole of the allotted and issued share capital of Target Holdco and being properly and validly allotted and issued;
* the companies in the Target Group (other than Target Holdco) being wholly owned by Target Holdco, save for the Minority Shares which are held by the Minority Sellers;
* compliance with applicable law and regulation;
* litigation matters;
* accounts and accounting records of the Target Group;
* the business of the Target Group since its last accounts date (31 December 2016);
* certain financial information relating to the Target Group (including in relation to borrowings and security, sureties and third party indebtedness);
* clients and material contracts;
* insurances;
* assets;
* information technology systems;
* intellectual property;
* real property;
* employees and consultants;
* pensions; and
* tax.

The warranties were given by PS Topco on 7 December 2017 and will be repeated at Completion (in each case subject to relevant disclosure by PS Topco in accordance with the terms of the Acquisition Agreement).

Breach of the warranties given by PS Topco under the Acquisition Agreement could, in certain circumstances, constitute a Material Breach Event, as described in paragraph 1.5, above.

1.9 Limitations on liability

PS Topco shall not be liable in respect of any claim for breach of the warranties (as described in paragraph 1.8, above) unless:

* PS Topco's liability in respect of that claim, or claims based on the same or similar facts, otherwise exceeds £75,000; and
* the aggregate amount of the liability of PS Topco to the Company in respect of all claims for breach of the warranties exceeds £750,000 (disregarding those excluded under the £75,000 limit referred to above), in which case PS Topco shall be liable for the full aggregate amount of such claims, and not only for the excess.

The total aggregate liability of PS Topco for certain ''fundamental'' warranty claims, together with claims under the indemnities in the Acquisition Agreement (summarised at paragraph 1.10, below), is limited to £153 million.

The total aggregate liability of PS Topco in respect of all warranty claims other than with respect to ''fundamental'' warranties, as above, is limited to an amount equal to the aggregate of £42 million plus an amount calculated by reference to the number of Earn Out Shares issued at the time of the claim (being, in total, between zero and £10 million).

PS Topco will cease to have any liability for:

* breach of the non-tax warranties on 31 August 2019; and
* breach of the tax warranties, or tax claims under the tax indemnity provisions, on the sixth anniversary of Completion.

1.10 Indemnification

PS Topco has agreed to indemnify and keep indemnified in full and on demand the Company and the Xafinity Group from and against certain losses and liabilities (including in relation to tax) arising before, on or after Completion as a consequence of, or which would not have arisen but for certain matters, including:

* the documents implementing the Target Group Reorganisation;
* the termination of the employment of certain key executives of the Target Group on or before Completion;
* the BGJ DB Scheme and any other occupational pension scheme operated by PS Topco, the Target Group or any other member of the PS Group prior to Completion, whether such losses or liabilities arise pursuant to the powers of the Pensions Regulator or otherwise (and including any claims made under sections 75 or 75A of the Pensions Act 1995);
* the vesting or exercise by any employee of the Target Group of any share options or awards granted to them prior to Completion under any share scheme, share based remuneration scheme, share option scheme or similar arrangements operated by PS Topco, or the eventual disposal of shares received under such awards;
* claims (if any) by certain individuals, who are anticipated to become employees of the Target Group on or around 1 February 2018, that such individuals are entitled to certain early retirement and redundancy benefits; and
* any claim against any member of the Target Group in connection with advice given by any member of the Target Group before Completion in relation to the drafting of documents associated with pension schemes.

In addition to the specific indemnities described above and certain other indemnities, PS Topco has agreed to a tax covenant in favour of Xafinity (or Xafinity CRL, where applicable) with respect to tax liabilities of the Target Group arising prior to Completion.

The indemnities described in this paragraph 1.10 (including the tax covenant) are subject to certain of the limitations described in paragraph 1.9, above.

1.11 Post-Completion restrictions

The Acquisition Agreement includes certain post-Completion restrictions on PS Topco, including that PS Topco and its post-Completion retained group, for the period of two years following Completion, shall not:

* be interested in any business that competes with the business of the Target Group as carried on at the date of Completion;
* deal with any client or solicit business from any client of any member of the Target Group for the purpose of providing that client with services which are the same as or substantially similar to any services being provided by the Target Group to that client in the 12 months before Completion; or
* solicit the services or endeavour to entice away from the Target Group certain employees and consultants.

There are certain agreed carve-outs to such post-Completion restrictions, including that they will not prevent PS Topco from carrying out the business of HR Trustees following the Disposal or carrying on the existing businesses of Punter Southall Aspire Limited and Psigma Wealth Limited as carried on at the date of Completion, and certain other matters.

2 Other important agreements relating to the Acquisition

2.1 Sponsor and Placing Agreement

A summary of the provisions of the Sponsor and Placing Agreement is set out at paragraph 13.1.1 of Part 22 (Additional Information).

2.2 Disposal Agreement

On 7 December 2017, PS Topco and Xafinity Consulting entered into the Disposal Agreement, pursuant to which Xafinity Consulting agreed to sell, and PS Topco agreed to purchase, the entire issued share capital of HR Trustees.

It is intended that the Disposal Agreement will complete simultaneously with the Acquisition Agreement, on Completion.

The agreed value attributed to HR Trustees, for the purposes of the Disposal (and the Acquisition) is £8,480,000. The consideration under the Disposal Agreement will be satisfied in accordance with the terms of the Acquisition Agreement and the Disposal Agreement. As noted in paragraph 1.2, above, the consideration under the Disposal Agreement (and the Acquisition Agreement) is subject to a post-Completion adjustment, the quantum of which will be calculated by reference to the net working capital positions and the cash and debt positions of, respectively, the Target Group and HR Trustees.

The Disposal Agreement includes certain post-Completion restrictions on Xafinity Consulting (and the Xafinity Group), including that the Xafinity Group, for the period of two years following Completion, shall not:

* be interested in any business that competes with HR Trustees' business;
* deal with any client or solicit business from HR Trustees for the purpose of providing that client with services which are the same as or substantially similar to any services being provided by HR Trustees to that client in the 12 months before Completion; and
* solicit the services or endeavour to entice away from HR Trustees certain employees and consultants.

There are certain agreed carve-outs to such post-Completion restrictions, including that they will not prevent the Xafinity Group from performing its obligations or exercising its rights under the Disposal Agreement (and related documents), and certain other matters.

The Disposal Agreement contains warranties, given by Xafinity Consulting in favour of PS Topco with respect to HR Trustees, which cover broadly similar matters to those warranted by PS Topco under the Acquisition Agreement (as set out in paragraph 1.8, above). Xafinity Consulting's liability under the Disposal Agreement warranties is capped at £8,480,000 (for fundamental warranties) and £2,880,000 (for non-fundamental warranties), and is subject to an individual claim de minimis (£7,500) and aggregate claims threshold (£40,000) which are similar in construct to those agreed under the Acquisition Agreement (as summarised in paragraph 1.9, above).

2.3 Transitional Services Agreement

In connection with the Acquisition, the Company and PS Topco agreed a Transitional Services Agreement, pursuant to which PS Topco will provide certain IT, finance, human resources, legal and compliance and facilities management services to the Target Group for up to two years after Completion.

In the year ended 31 December 2016, the Target Group was charged £4.3 million by the wider PS Group in relation to the provision of overhead services support. This reflected the PS Group's internal charging model. The Target Group will continue to receive the benefit of overhead services support pursuant to the Transitional Services Agreement for two years following Completion and will, pursuant to the terms of the Transitional Services Agreement, pay up to £2.125 million per annum for such services (subject to additional charges that may be agreed as specified below). This charge was set by reference to the current per capita cost of the equivalent overheads within the Xafinity Group. However, the pricing mechanics under the Transitional Services Agreement should not be considered to be a guide to the cost of providing such services within the Enlarged Group after the expiration of the Transitional Services Agreement.

The Company will receive a discount of £0.5 million on the annual charge of £2.125 million in the first year of the Transitional Services Agreement, but may be required to repay up to the full amount of this discount to PS Topco under certain circumstances determined by reference to similar calculations to those described in paragraph 1.3, above, linked to the 2019 Xafinity Revenue (such that the discount is repayable at a rate of 70 per cent of the amount by which the 2019 Xafinity Revenue exceeds the target agreed between Xafinity and PS Topco). The Company has also agreed, in addition to the annual service charge, to pay to PS Topco certain amounts which are attributable to the Target Group's usage of printers and mobile phone services. The Company may also request that PS Topco provides the Target Group with services in relation to ongoing and future IT projects, subject to paying an additional charge.

PS Topco has agreed to provide the transitional services in respect of a maximum number of staff, which is the number of employees and consultants of the Target Group at Completion who use the Target Group's IT systems, plus employees and consultants who had accepted a position with the Target Group prior to Completion and those who may transfer to the Target Group pursuant to TUPE under a contract between the Target Group and one of its customers. If the Target Group would like additional employees to be supported by the transitional services, the maximum number may be increased subject to certain conditions.

The Company may terminate a transitional service in whole or in part at any time on giving PS Topco three months' notice and, on such termination, the charges shall be reduced by an amount which reflects the reduction in scope of services provided.

Each party's liability under the Transitional Services Agreement is limited at £2.125 million (i.e. an amount equivalent to the annual service charge).

2.4 IP Licence Agreement

On Completion, PS Topco and each member of the Target Group will enter into a brand licence agreement (the ''IP Licence Agreement'') pursuant to which it has been agreed that PS Topco will grant the Target Group a royalty-free licence to use the ''Punter Southall'' brand name and certain associated devices in relation to specified services carried out by the Target Group for a transitional period of up to two years. For a period of up to one year, PS Topco will also maintain certain web pages on the www.puntersouthall.com and on certain other Punter Southall websites for the benefit of the Target Group, including on such web pages hyperlinks to domain names owned by the Target Group or the Company.

2.5 Lock-in Deeds

On 7 December 2017, PS Topco and each Minority Seller each entered into a lock-in deed with the Company, Zeus Capital and Liberum Capital (together, the ''Lock-In Deeds'') pursuant to which each of them agreed:

* not to offer, sell, contract to sell, pledge, charge, agree to lend or otherwise dispose of, or enter into a derivative transaction of any time in relation to, including options and contracts for difference, any of the Completion Shares or, if any, Earn Out Shares issued or to be issued to them for a period of (a) in the case of the Minority Sellers, 24 months and (b) in the case of PS Topco, 12 months, following (in each case) the date of Admission of the Completion Shares, without the prior written consent of the Joint Bookrunners; and

* for a further 12 months after the expiry of such period, only to effect a sale, transfer or other disposal of the relevant Consideration Shares through Zeus Capital or Liberum Capital (provided that they remain the Company's broker) complying with such reasonable directions as Zeus Capital or Liberum Capital (as applicable) may reasonably make from time to time.

Each of the lock-in arrangements entered into pursuant to the Lock-In Deeds is subject to certain customary exceptions.

2.6 Relationship Agreement

On 7 December 2017, the Company and PS Topco entered into the relationship agreement (the ''Relationship Agreement''), which is intended to regulate the relationship between the Company and PS Topco following Completion. The Relationship Agreement is conditional upon, and will come into force immediately on, Completion. If Completion does not occur by 31 January 2018 (or such later date as the Company and PS Topco may agree in writing), the Relationship Agreement will terminate, in accordance with its terms.

Under the terms (and subject to the conditions) of the Relationship Agreement, PS Topco is entitled (for so long as it holds at 10 per cent or more of the Ordinary Shares) to appoint one Non-Executive Director to the Board from time to time. The first such appointee will be Jonathan Punter. The Non-Executive Director appointed by PS Topco may be asked to recuse himself or herself from voting or participating in Board discussions with respect to any issue where an actual or potential conflict of interest may arise.

PS Topco is required to, and to procure that certain related companies of PS Topco, among other things, conduct all transactions and arrangements with members of the Xafinity Group at arm's length and on normal commercial terms, and not take any action which would have the effect of preventing the Company from complying with its obligations under the Listing Rules. PS Topco is also subject to various confidentiality, non-disclosure and other related information-use obligations and restrictions under the Relationship Agreement.

PS Topco's nominated Non-Executive Director will be required to resign at the first annual general meeting of the Company following his or her initial appointment and thereafter at each subsequent annual general meeting, subject to annual re-election by the Shareholders.

2.7 Amended Facilities Agreement

A summary of the provisions of the Amended Facilities Agreement is set out at paragraph 13.1.6 of Part 22 (Additional Information).

2.8 BGJ Deed of Apportionment

A summary of the provisions of the BGJ Deed of Apportionment is set out at paragraph 13.2.2 of Part 22 (Additional Information).

3 Acquisition Share Awards

In connection with the Acquisition, it has been agreed that, subject to the passing of the Resolutions at the General Meeting, following Completion, awards will be granted to certain employees of the Target Group, including one of the Proposed Directors, under the Xafinity PSP (the ''Acquisition Share Awards'').

The Acquisition Share Awards will be made in two tranches. The first tranche of awards, over 1,533,742 Ordinary Shares, will be made as soon as practicable after Completion. The second tranche of awards, over Ordinary Shares with an aggregate market value at the time of grant of £1.5 million, will be made after Xafinity publishes its results for the financial year ending on 31 March 2018.

The first tranche of Acquisition Share Awards will vest three years after Completion subject to continued employment, or the holder having left as a ''good leaver'' (under the terms of the Xafinity PSP). In the event the holder of an award leaves as a ''good leaver'' or there is a takeover of Xafinity during the vesting period, the award will vest in full. The first tranche of Acquisition Share Awards are proposed (a) to be excluded for the purposes of the dilution limits in rule 3.1 of the Xafinity PSP and rule 5.2 of the Xafinity Sharesave Plan and (b) other than the Acquisition Share Awards granted to John Batting, to be subject to no performance conditions. The Acquisition Share Awards granted to John Batting shall be subject to performance conditions which are consistent with the awards granted to the Xafinity Directors in 2017. Accordingly, Resolution 5, to be proposed at the General Meeting, seeks Shareholders' consent to amend the Rules of the Xafinity PSP and the Rules of the Xafinity Sharesave Plan to permit the grant of the first tranche on this basis.

The second tranche of awards will be included for the purposes of the dilution limit in rule 3.1, will have a three year vesting period and will be subject to the same performance conditions as awards granted to other Xafinity employees of a similar level in 2018 or, if no other awards are made under the Xafinity PSP in 2018, such other conditions as the Remuneration Committee considers appropriate.

The Acquisition Share Awards will be granted as nil or nominal price options.

4 Property arrangements in connection with the Acquisition

It has been agreed that, following Completion, eight leasehold interests held by the PS Group (in London, Wokingham, Birmingham, Bristol, Edinburgh, Newcastle, Chelmsford and Perth, respectively), relating to office premises used (in whole or in part) by Target Group employees, will be transferred, in whole or in part, to the Xafinity Group.

From Completion, Xafinity will initially occupy (all or part of) each of these properties by way of a licence (or licence of part) to occupy granted by the relevant PS Group entity to Xafinity. Such licences will generally continue until landlord consent is obtained for either (a) an underlease (in the case of the London lease) to be granted by the relevant PS Group entity in favour of Xafinity or (b) an assignment (for the Birmingham, Bristol, Newcastle, Chelmsford and Perth leases) to be effected by the relevant PS Group entity in favour of Xafinity (and, in each case, the relevant underlease or assignment having been granted or effected). Exceptions to the foregoing arrangements are the Wokingham lease, which has expired, and the Edinburgh lease, which is due to expire in April 2018. In both cases, the Xafinity Group's interest going forward will be negotiated as part of PS Group's ongoing arrangements with the landlords.

In some cases, licences to occupy part of the relevant premises will be granted by the Xafinity Group underlessee or assignee back to PS Topco until alternative premises are found, depending on the relevant business needs in each location.

INFORMATION CONCERNING THE NEW ORDINARY SHARES

1 Description of the type and class of New Ordinary Shares being offered

The New Ordinary Shares to be issued by the Company will be ordinary shares with a nominal value of £0.0005 each, with ISIN GB00BDDN1T20, being the same ISIN as that of the Existing Ordinary Shares. Following each of Admission of the Capital Raising Shares and Admission of the Completion Shares, Xafinity will have one class of Ordinary Shares, the rights attaching to which are set out in the Articles.

The New Ordinary Shares will be credited as fully paid and will be free from all liens, equities, charges, encumbrances and other interests.

2 Legislation under which the New Ordinary Shares will be created

The New Ordinary Shares will be created under the Companies Act.

3 Listing

The Existing Ordinary Shares are, and the New Ordinary Shares will (subject to Admission of the Capital Raising Shares and Admission of the Completion Shares) be, listed on the premium segment of the Official List, and admitted to trading on the London Stock Exchange's Main Market.

4 Form and currency of the New Ordinary Shares

The New Ordinary Shares to be issued pursuant to the Capital Raising and the Acquisition will, when issued, be in registered form and will be capable of being held in certificated and uncertificated form. The Registrars are Equiniti, of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Title to the New Ordinary Shares will be evidenced by entry in the register of members of the Company, and title to uncertificated New Ordinary Shares will be evidenced by entry in the operator register maintained by Euroclear (which forms part of the register of members of the Company). No share certificates will be issued in respect of New Ordinary Shares which are in uncertificated form. If any such shares are converted to be held in certificated form, share certificates will be issued in respect of those shares in accordance with applicable legislation.

The New Ordinary Shares will be denominated in pounds sterling.

5 Rights attached to the New Ordinary Shares

Each New Ordinary Share will rank pari passu in all respects with each Existing Ordinary Share, and will have the same rights and restrictions as each Existing Ordinary Share. There are no restrictions on the free transferability of the New Ordinary Shares or the Existing Ordinary Shares. Further details of the rights attaching to the Existing Ordinary Shares and the New Ordinary Shares are set out in paragraph 4 of Part 22 (Additional Information).

6 Resolutions, authorisations and approvals relating to the New Ordinary Shares

At the General Meeting, the Resolutions will be considered by the holders of the Existing Ordinary Shares and, if thought fit, passed. The New Ordinary Shares will be allotted and issued pursuant to the authority under the Resolutions. Details of the Resolutions are set out in the Notice of General Meeting in Part 25 (Xafinity plc Notice of General Meeting).

7 Dilution

The Capital Raising Shares will represent approximately 23.1 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full (but not any Excess Open Offer Entitlements) will suffer a maximum dilution of approximately 17.2 per cent to their ownership and voting interests in the Company as a result of the Capital Raising. Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer and do not participate in the Firm Placing or the Placing, and Shareholders who are not eligible to participate in the Open Offer or in the Firm Placing or the Placing, will suffer a maximum dilution of approximately 23.1 per cent to their ownership and voting interests in the Company by virtue of the issue of the Capital Raising Shares pursuant to the Capital Raising.

The Capital Raising Shares will represent approximately 20.2 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.

The Completion Shares will represent approximately 12.6 per cent of the Enlarged Share Capital immediately following Admission of the Completion Shares.

The proportion of the Company's share capital represented by the Earn Out Shares will depend on the number of Earn Out Shares issued (if any) in accordance with the Acquisition Agreement, and on the number of Ordinary Shares in issue at the time of such issue (which would take place following the publication of the 2019 Xafinity Accounts).

8 Taxation

Please refer to Part 20 (UK Taxation) for information relating to UK taxation (including a discussion of UK stamp duty and SDRT, which is relevant to Shareholders irrespective of their tax residence).

TERMS AND CONDITIONS OF THE FIRM PLACING AND OF THE PLACING

1 Introduction

Participation in the Firm Placing and/or the Placing is only available to persons who are invited to participate by the Joint Bookrunners. These terms and conditions apply to persons making an offer to subscribe for Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing. The Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Firm Placing Shares will be sold under the Firm Placing and Open Offer Shares will be sold under the Placing (as applicable). A Placee shall, without limitation, become so bound if Liberum Capital confirms its allocation (either orally or in writing including by way of email) of Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing (as applicable) to such Placee.

Upon being notified of its allocation of Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing and Open Offer (the ''Placing Commitment''), a Placee shall, subject to the provisions (relating to clawback of the Open Offer Shares) of paragraph 6, below, with respect to the Open Offer Shares allocated to such Placee, be contractually committed to acquire the number of Firm Placing Shares and/or Open Offer Shares allocated to them 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. Dealing may not begin before any notification is made.

2 Agreement to Acquire Firm Placing Shares and/or Open Offer Shares

The Capital Raising is conditional upon the Sponsor and Placing Agreement becoming unconditional in all respects by 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company, respectively, may agree, being not later than 8.00 a.m. on 19 January 2018) and the Sponsor and Placing Agreement not being terminated or lapsing in accordance with its terms.

The Joint Bookrunners' and Deloitte's obligations under the Sponsor and Placing Agreement are conditional on, among other things:

(a) the Resolutions being passed by the Shareholders at the General Meeting;
(b) the Company having complied with its obligations under the Sponsor and Placing Agreement that fall to be performed on or prior to Admission of the Capital Raising Shares and which are, in the reasonable opinion of Deloitte and the Joint Bookrunners, material in the context of the Capital Raising;
(c) the Acquisition Agreement being entered into, becoming unconditional in all respects (other than conditions relating to Admission of the Capital Raising Shares, Admission of the Completion Shares and the granting by the FCA of approval in relation to the change of control of PS Investment Consulting) and not having been terminated in accordance with its terms;
(d) the Amended Facilities Agreement being entered into, becoming unconditional in all respects (other than customary certain funds conditions and conditions relating solely to Admission of the Capital Raising Shares or Completion) and not having been terminated in accordance with its terms;
(e) Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018); and
(f) in the good faith opinion of the Joint Bookrunners and Deloitte, between the date of the Sponsor and Placing Agreement and Admission of the Capital Raising Shares, there having been no material adverse change in the financial, operational or legal condition or the earnings, management, business affairs, solvency or prospects of the Group, or of the Enlarged Group (taken as a whole), whether or not arising in the ordinary course of business.

Subject to the above conditions, a Placee agrees to become a Shareholder and agrees to acquire Firm Placing Shares and/or Open Offer Shares (as applicable) at the Offer Price. The number of Firm Placing Shares issued to such Placee under the Firm Placing and/or Open Offer Shares issued to such Placee under the Placing (as applicable) shall be in accordance with the arrangements described above, subject to the provisions of paragraph 6, below, with respect to the Open Offer Shares.

In the event that the Capital Raising does not proceed then the Acquisition will not proceed. If the Capital Raising proceeds to Completion, the net proceeds of the Capital Raising will be used to part fund the consideration payable under the Acquisition Agreement for the Acquisition. While the Capital Raising will not proceed if the Acquisition Agreement has been terminated before Admission of the Capital Raising Shares, the Capital Raising is not conditional on Completion. If Completion does not occur, the Xafinity Directors will consider how best to return the net proceeds of the Capital Raising to Shareholders. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Capital Raising.

3 Payment for Firm Placing Shares and Open Offer Shares

Each Placee undertakes to pay the Offer Price for each Firm Placed Share and/or Open Offer Share issued to such Placee in such manner and on the due time and date as shall be directed by Liberum Capital. In the event of any failure by a Placee to pay as so directed by Liberum Capital, the relevant Placee shall be deemed hereby to have appointed Liberum Capital or any nominee of Liberum Capital as its agent and to use its reasonable endeavours to sell (in one or more transactions) any or all of the Firm Placing Shares and Open Offer Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Liberum Capital in respect of any liability for UK stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Firm Placing Shares and/or Open Offer Shares on such Placee's behalf.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Firm Placing Shares and/or Open Offer Shares or the agreement by them to acquire any Firm Placing Shares and/or Open Offer Shares.

4 Representations and Warranties

By receiving this document, each Placee and, in the case of paragraph 4(n), below, any person confirming his agreement to subscribe for Firm Placing Shares and/or Open Offer Shares on behalf of a Placee or authorising Liberum Capital to notify a Placee's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each of the Joint Bookrunners, the Registrars and the Company that:

(a) the Placee has read this document in its entirety and acknowledges that its participation in the Firm Placing and/or the Placing (as applicable) shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Sponsor and Placing Agreement and the Articles. Such Placee agrees that these terms and conditions and the allocation confirmation from Liberum Capital (either orally or in writing including by way of email) to such Placee represents the whole and only agreement between the Placee, Liberum Capital and the Company in relation to the Placee's participation in the Firm Placing and/or the Placing (as applicable) and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company, the Joint Bookrunners nor any of their respective officers or directors 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;

(b) the Placee has the power and authority to subscribe for the Firm Placing Shares under the Firm Placing and/or the Open Offer Shares under the Placing (as applicable) and to execute and deliver all documents necessary for such subscription;
(c) the Placee has received this document and all such information as it deems necessary to make an investment decision in relation to the Firm Placing Shares and/or the Open Offer Shares and it has made its own assessment of the Firm Placing Shares and/or the Open Offer Shares and has relied on its own investigation of the business, financial or other position of the Company in agreeing to participate in the Firm Placing and/or the Placing;
(d) the Placee's agreement to subscribe for the Open Offer Shares under the Placing and/or the Firm Placing Shares under the Firm Placing (as applicable) is not by way of acceptance of a public offer made or to be made in this document but is by way of a collateral contract and, accordingly, 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 the Capital Raising and/or Admission of the Capital Raising Shares. Without prejudice to such acknowledgement, if the Placee is so entitled to withdraw, it irrevocably agrees (if applicable) not to exercise any such rights and to confirm its acceptance of the offer to participate in the Capital Raising on the same terms immediately after any such right to withdraw arises;
(e) the Placee understands and accepts that by offering such Open Offer Shares and/or Firm Placing Shares, neither Joint Bookrunner is making any recommendations to or advising such Placee regarding the suitability or merits of any transaction that such Placee may enter into in connection with the Capital Raising or otherwise and that such Placee is not, and does not regard itself as, a client of either Joint Bookrunner or Deloitte in connection with the Capital Raisings, and that the Joint Bookrunners and Deloitte are acting solely for the Company in relation to the Capital Raising, the Acquisition and Admission of the Capital Raising Shares as set out in this document and will not be responsible to such Placee for providing the protections afforded to their clients or for advising such Placee on the transactions and arrangements proposed in this document, nor do the contents or receipt of this document constitute the giving of investment advice by either Joint Bookrunner or Deloitte to such Placee;
(f) these terms and conditions and this document are exclusively the responsibility of the Company and neither Joint Bookrunner nor Deloitte nor any of their respective affiliates nor any person acting on its or their behalf will be responsible for or shall have liability for any information, representation or statement contained therein and neither Joint Bookrunner nor Deloitte nor any of their respective affiliates nor any person acting on its or their behalf will be responsible or liable for a Placee's decision to accept its Firm Placing Shares and/or Open Offer Shares;
(g) the Placee has not relied on either Joint Bookrunner nor any person affiliated with either Joint Bookrunner in connection with any investigation of the accuracy of any information contained in this document or its investment decision and the Placee has relied on its own investigation with respect to the Firm Placing Shares and/or the Open Offer Shares and the Company in connection with its investment decision;
(h) in agreeing to purchase Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing (as applicable), the Placee is relying on this document or any regulatory announcement that may be issued by the Company and not on any other information or representation concerning the Group, the Target Group, the Firm Placing, the Placing and Open Offer, the Firm Placing Shares or the Open Offer Shares;
(i) neither Joint Bookrunner nor any of their respective officers, directors and employees shall, save in the event of fraud on their part (and to the extent permitted by the rules of the FCA) be liable to Placees for any matter arising out of the role of either Joint Bookrunner as agent, broker or otherwise in connection with the Firm Placing and Placing and that where any such liability nevertheless arises as a matter of law the Placee will immediately waive any claim against the Zeus Capital Group and the Liberum Capital Group and any of their respective officers, directors and employees which it may have in respect thereof. In these terms and conditions, the expression ''Zeus Capital Group'' means Zeus Capital and its ultimate holding company(ies) and all

direct and indirect subsidiary undertakings of such holding company(ies) and ''Liberum Capital Group'' means Liberum Capital and its ultimate holding company(ies) and all direct and indirect subsidiary undertakings of such holding company(ies);

(j) the Placee has complied with all such laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to purchase Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing (as applicable) and/ or acceptance thereof or any actions arising from such Placee's rights and obligations under their agreement to purchase Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing (as applicable) and/or acceptance thereof or under the Articles;
(k) the Placee has accepted that its application is irrevocable and if for any reason it becomes necessary to adjust the expected timetable as set out in this document, the Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates. In particular, Liberum shall, in agreement with the Company, Zeus Capital and Deloitte, be entitled to extend the last time and/or date for applications under the Firm Placing and/or the Placing, and any such extension will not affect applications already made, which will continue to be irrevocable;
(l) to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this document and acknowledges and agrees to comply with the selling restrictions set out in this document;
(m) the Firm Placing Shares and Open Offer Shares have not been and will not be registered under the US Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of any other Excluded Territories or where to do so may contravene local securities laws or regulations;
(n) the Placee is either (A) a person located outside the United States and is subscribing for Firm Placing Shares and/or Open Offer Shares only in ''offshore transactions'' as defined in and pursuant to Regulation S, or (B) within the United States and a QIB within the meaning of Rule 144A under the US Securities Act and is not acquiring Firm Placing Shares and/or Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Firm Placing Shares or Open Offer Shares in or into the United States, and has or have executed and delivered a US investor representation letter substantially in the form set out in the letter provided to it by the Joint Bookrunners to the addressees specified therein;
(o) the Placee is not acquiring Firm Placing Shares and/or Open Offer Shares as a result of any ''directed selling efforts'' as defined in Regulation S or as a result of any form of ''general solicitation'' or ''general advertising'' (within the meaning of Rule 502(c) of Regulation D under the US Securities Act);
(p) the Placee is not a resident of Australia, Canada, Japan, South Africa or any other jurisdiction where the availability of the Capital Raising would breach any applicable laws or regulations and acknowledges that the Firm Placing Shares and the Open Offer Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Firm Placing Shares and/or the Open Offer Shares under the securities legislation of the United States or any other Excluded Territory and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into those jurisdictions;
(q) the Placee 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 Firm Placing Shares or Open Offer Shares and it is not acting on a non-discretionary basis for any such person;
(r) the Placee has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other offering materials concerning the Firm Placing or the Placing to any persons within the United States or any other Excluded Territory, nor will it do any of the foregoing;
(s) the Placee accepts that if either or both of the Firm Placing and/or the Placing does not proceed, or the conditions to the Sponsor and Placing Agreement are not satisfied, or the Firm Placing Shares or Open Offer Shares for which valid applications are received

and accepted are not admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market, for any reason whatsoever, then neither Joint Bookrunner, nor the Company, 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;

(t) in the case of a person who confirms to Liberum Capital on behalf of a Placee an agreement to purchase Firm Placing Shares under the Firm Placing and/or Open Offer Shares under the Placing and/or who authorises Liberum Capital to notify such Placee's name to the Registrars, that person represents and warrants that he has authority to do so on behalf of the Placee;
(u) the Placee is aware of, and has complied with, its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and the Proceeds of Crime Act 2002;
(v) in respect of each person on whose behalf the Placee is subscribing for Firm Placing Shares and/or Open Offer Shares (i) the Placee has complied with the customer due diligence measures required by the Money Laundering Regulations in relation to its client (and any beneficial owner), (ii) the Placee has complied fully with all other obligations imposed by the Money Laundering Regulations, and (iii) the Placee will provide Liberum Capital on demand with any information it may require for the purposes of its compliance with the Money Laundering Regulations and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof;
(w) the Placee is not, and is not applying as nominee or agent for, a person to whom the issue of any Firm Placing Shares and/or Open Offer Shares (as applicable) would give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services), and that the Firm Placing Shares and/or the Open Offer Shares (as applicable) are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Firm Placing Shares and/or Open Offer Shares (as applicable) into a clearing system;
(x) the Placee is acting as principal only in respect of the Firm Placing and/or the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Liberum Capital for the performance of all its obligations as a Placee in respect of the Firm Placing and/or the Placing (regardless of the fact that it is acting for another person);
(y) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents, warrants and undertakes that the Firm Placing Shares and/or the Open Offer Shares purchased by it in the Firm Placing and/or the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than persons who are ''qualified investors'' within the meaning of the law in the relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive (each a ''Qualified Investor''), or in circumstances in which the prior consent of Liberum Capital has been given to the offer or resale;
(z) the Placee has not offered or sold and will not offer or sell any Firm Placing Shares and/or Open 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 85(1) of FSMA;
(aa) the Placee has not offered or sold and will not, prior to Admission of the Capital Raising Shares, offer or sell any Firm Placing Shares and/or Open Offer Shares to persons in the European Economic Area 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 in and which will not result in an offer to the public (within the meaning of the Prospectus Directive) in any member state of the European Economic Area;

(bb) if the Placee is a resident in a member state of the European Economic Area (other than the United Kingdom), the Placee is a Qualified Investor;
(cc) if the Placee is within the United Kingdom, the Placee is (a) a person falling within (i) Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ''FPO'') or (ii) Article 49(2)(a) to (d) of the FPO, and could, if they were a client of Liberum Capital, be categorised as a ''Professional Client'' or ''Eligible Counterparty'' within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and undertakes that it will acquire, hold, manage or dispose of any Firm Placing Shares and/or Open Offer Shares that are allocated to it for the purposes of its business or (b) a qualified investor (as that term is defined in section 86(7) of FSMA) or (c) a person to whom this document may otherwise be lawfully communicated;
(dd) the Placee's participation in the Firm Placing and/or the Placing and Open Offer will not require it to make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers;
(ee) the Placee is not subscribing for Firm Places Shares and/or Open Offer Shares pursuant to an agreement or understanding (whether formal or informal) with another person or persons or to obtain or consolidate control of the Company;
(ff) the Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Firm Placing Shares and/or the Open Offer Shares (as applicable) in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(gg) the Placee acknowledges and agrees that no action has been or will be taken by either the Company or the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Firm Placing Shares and/or the Open Offer Shares in any country or jurisdiction where any such action for that purpose is required;
(hh) the exercise by either Joint Bookrunner or Deloitte of any rights or discretions under the Sponsor and Placing Agreement shall be within each of their absolute discretions and the Joint Bookrunners and Deloitte need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it shall have no rights against either Joint Bookrunner or Deloitte or any of their respective directors or employees under the Sponsor and Placing Agreement;
(ii) the Placee irrevocably appoints any director of Liberum Capital as its agent for the purposes of executing and delivering to the Company and/or the Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Firm Placing Shares and/or Open Offer Shares agreed to be taken up by it under the Firm Placing and/or the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Firm Placing Shares and/or Open Offer Shares in the event of its failure so to do;
(jj) the Placee acknowledges that any money held in an account with or on behalf of a Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA. The Placee further acknowledges that the money will not be subject to the protections conferred by the client money rules. As a consequence, this money will not be segregated from such Joint Bookrunner's money in accordance with the client money rules and will be used by such Joint Bookrunner in the course of their own business and the Placee will rank only as a general creditor of such Joint Bookrunner;
(kk) the Placee accepts that the allocation of Open Offer Shares and Firm Placing Shares shall be determined by Liberum Capital in its absolute discretion, but in consultation with the Company and Zeus Capital, that Liberum Capital may scale down any commitments for this purpose on such basis as they may determine;
(ll) except as set out in paragraph 4(mm), below, represents and warrants that it has neither received nor relied on any ''inside information'' (for the purposes of the Market Abuse Regulation and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Firm Placing and/or the Placing and is not purchasing Firm Placing Shares and/or Open Offer Shares on the basis of material non-public information;
(mm)if it has received any ''inside information'' (for the purposes of the Market Abuse Regulation and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in Article 11 of the Market Abuse Regulation and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available; and
(nn) time shall be of the essence as regards its obligations to settle payment for the Firm Placing Shares and/or Open Offer Shares comprised in its Placing Commitment and to comply with its other obligations under the Firm Placing and/or the Placing.

5 Off-Set

(a) If the relevant Placee is also a Qualifying Shareholder and it applies to subscribe for Open Offer Shares to which it is entitled under the Open Offer in accordance with its terms, such Placee can elect to have all or part of the number of Open Offer Shares (subject to clawback) comprised in its Placing Commitment reduced by up to the number of Open Offer Shares which it has validly applied and paid for under the Open Offer (''Off-Set'').
(b) If the relevant Placee is also a Qualifying Shareholder and wishes to take advantage of the Off-Set arrangements, it should notify Liberum Capital without delay and in any event by 4.30 p.m. on 22 December 2017, in which case Liberum will issue the relevant instruction form. If the completed instruction form has not been received by Liberum Capital by 11.00 a.m. on 2 January 2018, the relevant Placee will be deemed to have waived its right of Off-Set.
(c) By accepting the Placing Commitment, the Placee agrees and acknowledges that to the extent that other Placees who are Qualifying Shareholders and who qualify for Off-Set take up Open Offer Shares under the Open Offer and elect to reduce the number of Open Offer Shares for which they are obliged to subscribe under their Placing Commitment, the number of Open Offer Shares subject to clawback which form part of its Placing Commitment may be proportionately increased (although it will not exceed the maximum number of such Placing Shares for which it has agreed to subscribe).

6 Clawback of the Open Offer Shares

The Open Offer Shares to be issued under the Placing are subject to clawback to satisfy valid applications received from Qualifying Shareholders under the Open Offer and, at the discretion of the Joint Bookrunners (in consultation with the Company) under the Excess Application Facility. The number of Open Offer Shares to be clawed back from Placees will be calculated pro rata to each Placee's commitment to subscribe for the Open Offer Shares.

7 Miscellaneous

The rights and remedies of each Joint Bookrunner, Deloitte, the Registrars and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to the relevant Joint Bookrunner.

The provisions of these terms and conditions of the Firm Placing and/or the Placing may be waived, varied or modified as regards specific Placees or on a general basis by Liberum Capital, in its absolute discretion, in consultation with the Company and Zeus Capital.

The contract to subscribe for Firm Placing Shares and/or Open Offer Shares (as applicable) and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, English law. For the exclusive benefit of the Joint Bookrunners, Deloitte, the Company and the Registrars, each Placee irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. Each Placee waives any objection to proceedings in the courts of England and Wales on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

In the case of a joint agreement to subscribe for Firm Placing Shares and/or Open Offer Shares (as applicable), references to a ''Placee'' in these terms and conditions are to each of such Placees, and such joint Placees' liability is joint and several.

TERMS AND CONDITIONS OF THE OPEN OFFER

1 Introduction

As explained in Part 7 (Letter from the Chairman of Xafinity plc), the Company proposes to raise approximately £70 million (gross) or £65.8 million (net of expenses) by the issue of the Capital Raising Shares at 170 pence per share.

The Capital Raising consists of a Firm Placing of 30,645,990 Firm Placing Shares and a Placing and Open Offer of 10,530,480 Open Offer Shares.

Pursuant to the Placing, the Open Offer Shares have been conditionally placed with institutional and other investors by the Joint Bookrunners (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer). Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares in accordance with the terms of the Open Offer.

The Capital Raising has been fully underwritten by Liberum Capital on the terms and subject to the conditions set out in the Sponsor and Placing Agreement.

The Capital Raising is conditional on the Sponsor and Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. If the conditions to the Sponsor and Placing Agreement are not satisfied, the Capital Raising will not proceed and application monies in relation to the Open Offer will be returned to applicants (without interest) as soon as possible thereafter. A summary of the principal terms of the Sponsor and Placing Agreement is set out in paragraph 13.1.1 of Part 22 (Additional Information).

A Qualifying Non-CREST Shareholder who has sold or transferred all or part of his or her holding of Existing Ordinary Shares prior to 7 December 2017, being the last date upon which the Existing Ordinary Shares were marked ''ex'' the entitlement to the Open Offer by the London Stock Exchange, should consult his or her broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his or her counterparty pursuant to the rules of the London Stock Exchange.

A summary of the arrangements relating to the Open Offer is set out below. This document and, for Qualifying Non-CREST Shareholders only, the accompanying Application Form contain(s) the formal terms and conditions of the Open Offer.

2 Terms and conditions of the Open Offer

Subject to the terms and conditions set out below and, in the case of Qualifying Non-CREST Shareholders, in the Application Form, the Company hereby invites Qualifying Shareholders to apply for Open Offer Shares at the Offer Price, payable in full on application, free of all expenses, up to a pro rata entitlement, which shall be calculated on the basis of 1 Open Offer Share for every 13 Existing Ordinary Shares held by them and registered in their names at 6.00 p.m. on the Record Date and so in proportion for any other number of Existing Ordinary Shares then held.

Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders holding fewer than 13 Existing Ordinary Shares will have no entitlement to subscribe under the Open Offer. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer is 10,530,480 Open Offer Shares.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating Qualifying Shareholders' entitlements under the Open Offer, as will holdings under different designations and in different accounts.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to and including their maximum entitlement which, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST. Applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlement.

Excess applications will be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are not made for, or are made for less than, their pro rata entitlements. If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will be scaled-back at the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, in consultation with the Company, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part, or at all.

If a Qualifying Shareholder does not take up his or her Open Offer Entitlement, his or her shareholding will be diluted by approximately 23.1 per cent by the issue of the Capital Raising Shares.

If a Qualifying Shareholder takes up his or her full Open Offer Entitlement (but not any Excess Open Offer Entitlement), his or her shareholding will be diluted by approximately 17.2 per cent as a result of the issue of the Capital Raising Shares.

The attention of Qualifying Shareholders and any person (including, without limitation, custodians, nominees, trustees and agents) who has a contractual or other legal obligation to forward this document and/or the Application Form into a jurisdiction other than the UK is drawn to paragraph 8, below. In particular, subject to the provisions of paragraph 8, below, Qualifying Shareholders with registered addresses in the United States or any of the other Excluded Territories will not be sent Application Forms and will not have their CREST stock accounts credited with Open Offer Entitlements or Excess Open Offer Entitlements.

The Open Offer Shares have been conditionally placed by the Joint Bookrunners with institutional and other investors at the Offer Price, but are subject to clawback to satisfy valid applications made by Qualifying Shareholders under the Open Offer.

The action to be taken in relation to the Open Offer depends on whether, at the time at which application and payment is made, a Qualifying Shareholder has an Application Form in respect of his or her entitlement under the Open Offer or has Open Offer Entitlements and/or Excess Open Offer Entitlements credited to his or her stock account in CREST in respect of such entitlement:

* A Qualifying Shareholder who has received an Application Form with this document should refer to paragraph 5, below.
* A Qualifying Shareholder who holds his Existing Ordinary Shares in CREST and has received a credit of Open Offer Entitlements and/or Excess Open Offer Entitlements to his CREST stock account should refer to paragraph 6, below, and also to the CREST Manual for further information on the CREST procedures referred to below.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer. Instead, any Open Offer Shares not taken up by Qualifying Shareholders will be sold for the benefit of the Company under the Placing.

Before making any decision to acquire Open Offer Shares, a Qualifying Shareholder should read and carefully consider all the information in this document, including, in particular, the important information set out in Part 7 (Letter from the Chairman of Xafinity plc), as well as each paragraph of this Part 11 (Terms and Conditions of the Open Offer), and the risk factors set out in Part 2 (Risk Factors).

Shareholders will experience dilution of their shareholdings by the issue of the Capital Raising Shares and, pursuant to the Acquisition, the Consideration Shares (comprising the Completion Shares and, if any, the Earn Out Shares). The material terms of the Capital Raising and the Acquisition are contained in this document.

The Existing Ordinary Shares are listed on the premium segment of the Official List and traded on the London Stock Exchange's Main Market. Applications will be made to the FCA and to the London Stock Exchange for the Open Offer Shares to be issued in the Capital Raising to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that Admission of the Capital Raising Shares will become effective at 8.00 a.m. on 5 January 2018 and that dealings for normal settlement in the Capital Raising Shares will commence on the same day at 8.00 a.m. on the London Stock Exchange. The Capital Raising Shares and the Existing Ordinary Shares are in registered form and can be held in certificated and uncertificated form.

The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the Open Offer Shares; all such shares, when issued and fully paid, may be held and transferred by means of CREST.

Application has been made for the Open Offer Entitlements and the Excess Open Offer Entitlements to be admitted to CREST. The conditions for such admission have already been met and the Open Offer Entitlements and Excess Open Offer Entitlements are expected to be admitted to CREST with effect from 11 December 2017.

The Capital Raising Shares will, when issued and fully paid, be identical to and rank in full for all dividends or other distributions declared after Admission of the Capital Raising Shares and in all other respects will rank pari passu with the Existing Ordinary Shares in issue. No temporary documents of title will be issued. Further details of the rights attaching to the Capital Raising Shares are set out in paragraph 4 of Part 22 (Additional Information).

The ISIN for the Capital Raising Shares will be the same as that of the Existing Ordinary Shares, being GB00BDDN1T20.

If, for any reason, it becomes necessary to adjust the expected timetable as set out in this document, the Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.

3 Conditions of the Capital Raising

The Capital Raising is conditional upon the Sponsor and Placing Agreement becoming unconditional in all respects by 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018) and the Sponsor and Placing Agreement not being terminated or lapsing in accordance with its terms. The Sponsor and Placing Agreement is conditional, among other things, on:

* the Resolutions being passed by the Shareholders at the General Meeting;
* the Company having complied with its obligations under the Sponsor and Placing Agreement that fall to be performed on or prior to Admission of the Capital Raising Shares and which are, in the reasonable opinion of Deloitte and the Joint Bookrunners, material in the context of the Capital Raising;
* the Acquisition Agreement being entered into, becoming unconditional in all respects (other than conditions relating to Admission of the Capital Raising Shares, Admission of the Completion Shares and the granting by the FCA of approval in relation to the change of control of PS Investment Consulting) and not having been terminated in accordance with its terms;
* the Amended Facilities Agreement being entered into, becoming unconditional in all respects (other than customary certain funds conditions and conditions relating solely to Admission of the Capital Raising Shares or Completion) and not having been terminated in accordance with its terms;
* Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018); and
* in the good faith opinion of the Joint Bookrunners and Deloitte, between the date of the Sponsor and Placing Agreement and Admission of the Capital Raising Shares, there having been no material adverse change in the financial, operational or legal condition or the earnings, management, business affairs, solvency or prospects of the Group, or of the Enlarged Group (taken as a whole), whether or not arising in the ordinary course of business.

It is expected that each of the above conditions will be satisfied by 8.00 a.m. on 5 January 2018, that Admission of the Capital Raising Shares will become effective at 8.00 a.m. on 5 January 2018, and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 5 January 2018. Definitive certificates in respect of Capital Raising Shares will be prepared and are expected to be posted by 9 January 2018 to those allottees who have validly elected to hold their shares in certificated form. In respect of those allottees who have validly elected to hold their shares in uncertificated form, the Capital Raising Shares are expected to be credited to their accounts maintained in the CREST system as soon as practicable after 8.00 a.m. on 5 January 2018.

Further details of the Sponsor and Placing Agreement are set out in paragraph 13.1.1 of Part 22 (Additional Information). If the Sponsor and Placing Agreement does not become unconditional in all respects by 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018), or the Sponsor and Placing Agreement is terminated in accordance with its terms, the Capital Raising will be revoked and will not proceed. In such event, no Capital Raising Shares will be issued, and all monies received by Equiniti in connection with the Open Offer will be returned to applicants without interest and at their risk as soon as practicable and any Open Offer Entitlements and Excess Open Offer Entitlements admitted to CREST will thereafter be disabled.

No temporary documents of title will be issued in respect of Open Offer Shares held in uncertificated form. Definitive certificates in respect of Open Offer Shares taken up under the Open Offer are expected to be posted by no later than 9 January 2018 to those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated form. In respect of those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in uncertificated form, the Open Offer Shares are expected to be credited to their stock accounts maintained in CREST as soon as practicable after 8.00 a.m. on 5 January 2018.

4 Procedure for application and payment

The action to be taken by Qualifying Shareholders in respect of the Open Offer depends on whether, at the relevant time, the Qualifying Shareholder is a Qualifying Non-CREST Shareholder who has an Application Form in respect of his entitlement under the Open Offer, including the Excess Application Facility, or, in the case of a Qualifying CREST Shareholder, if he has Open Offer Entitlements and/or Excess Open Offer Entitlements credited to his CREST stock account in respect of such entitlement.

Subject to paragraph 5, below, Qualifying Shareholders who hold their Existing Ordinary Shares in certificated form will be allotted Open Offer Shares in certificated form to the extent that their entitlement to the Open Offer Shares arises as a result of holding Existing Ordinary Shares in certificated form. Qualifying Shareholders who hold their Existing Ordinary Shares in uncertificated form will be allotted Open Offer Shares in uncertificated form to the extent that their entitlement to the Open Offer Shares arises as a result of holding Existing Ordinary Shares in uncertificated from. However, it will be possible to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal is set out in paragraph 6, below.

CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements and Excess Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open Offer in respect of their Open Offer Entitlements and Excess Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.

If a Qualifying Shareholder does not wish to apply to acquire Open Offer Shares, he or she should not complete or return the Application Form or submit a USE instruction (as applicable).

5 If a Qualifying Shareholder has an Application Form in respect of its entitlement under the Open Offer

5.1 General

Subject to paragraph 8, below, in relation to certain Overseas Shareholders, Qualifying Non-CREST Shareholders will have received an Application Form enclosed with this document. The Application Form shows the number of Existing Ordinary Shares registered in the name of the corresponding Qualifying Non-CREST Shareholder at 6.00 p.m. on the Record Date. Fractions of Open Offer Shares will not be allocated to Qualifying Non-CREST Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Non-CREST Shareholders holding fewer than 13 Existing Ordinary Shares will have no entitlement to subscribe under the Open Offer. The aggregate number of Open Offer Shares available for subscription under the Open Offer is 10,530,480 Open Offer Shares.

A Qualifying Non-CREST Shareholder may apply for less than his full Open Offer Entitlement should he wish to do so. A Qualifying Non-CREST Shareholder may also hold such an Application Form by virtue of a bona fide market claim.

Subject to applying to take up their Open Offer Entitlement in full, Qualifying Non-Crest Shareholders may also apply for any Excess Shares (i.e. Open Offer Shares in excess of their Open Offer Entitlement) which have not been applied for by other Qualifying Shareholders) pursuant to the Excess Application Facility.

The instructions and other terms set out in the Application Form form part of the terms of the Open Offer in relation to Qualifying Non-CREST Shareholders.

Subject to certain exceptions, the Application Form has not been, and will not be, sent to Overseas Shareholders in, or with registered addresses in, the United States or Canada or any of the other Excluded Territories and brokers, banks and other agents may not send an Application Form to, or submit Application Forms on behalf of, Overseas Shareholders in, or with addresses in any of these countries or a person (including, without limitation, stockbrokers, banks or other agents) who has a contractual or other legal obligation to forward this document into a jurisdiction other than the United Kingdom.

5.2 Market claims

Applications to acquire Open Offer Shares may only be made on the Application Form and may only be made by the Qualifying Non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked ''ex'' the entitlement to the Open Offer by the London Stock Exchange, being 7 December 2017. Application Forms may not be assigned, transferred or split, except to satisfy bona fide market claims up to 3.00 p.m. on 28 December 2017. A Qualifying Non-CREST Shareholder who has sold or transferred all of his holding of Existing Ordinary Shares prior to 7 December 2017 should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty pursuant to the rules of the London Stock Exchange. Qualifying Non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Application Form and immediately send it, together with this document, to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The purchaser or transferee may then apply to acquire Open Offer Shares by completing Box 9 on the Application Form (if the Open Offer Shares are to be settled outside of CREST), or Box 11 on the Application Form (if the purchaser or transferee wishes to deposit the Open Offer Shares into CREST). The Application Form and this document should not, however, be forwarded to or transmitted in or into the United States (subject to certain exceptions) or any of the other Excluded Territories.

If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form.

If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in paragraph 6, below.

Qualifying Non-CREST Shareholders who have sold or otherwise transferred part only of their Existing Ordinary Shares shown in Box 1 of their Application Form prior to 7 December 2017 should, if the market claim is to be settled outside CREST, complete Box 8 of the Application From, together with a letter stating the number of Application Forms required (being one for the Qualifying Non-CREST Shareholder in question and one for each of the purchasers or transferees), the total number of Existing Ordinary Shares to be included in each Application Form (the aggregate of which must equal the number shown in Box 1 of the Application Form) and the total number of Open Offer Entitlements to be included in each Application Form (the aggregate of which must equal the number shown in Box 2) to the broker, bank or other agent through whom the sale or transfer was effected or return it by post to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, so as to be received by no later than 3.00 p.m. on 28 December 2017. Equiniti will then create new Application Forms, mark the Application Forms ''Declaration of sale or transfer duly made'' and send them, together with a copy of this document, by post to the person submitting the original Application Form. The Application Form and this document should not, however, be forwarded to or transmitted in or into the United States or any other Excluded Territory.

5.3 Application procedures

If a Qualifying Non-CREST Shareholder wishes to apply for all or some of his or her entitlement to Open Offer Shares under the Open Offer, he or she should complete and sign the Application Form in accordance with the instructions printed on it and send it, together with the appropriate remittance and in accordance with the instructions in this paragraph 5 by post or by hand (during normal business hours only) to Equiniti Limited, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom so as to be received no later than 11.00 a.m. on 2 January 2018. A reply-paid envelope is enclosed for use by Qualifying Non-CREST Shareholders in connection with the Open Offer.

Qualifying Non-CREST Shareholders should note that Equiniti cannot provide financial advice on the merits of the Open Offer or as to whether or not a Qualifying Non-CREST Shareholder should take up his entitlement to Open Offer Shares under the Open Offer.

If any Application Form is sent by first-class post within the United Kingdom, Qualifying Non-CREST Shareholders are recommended to allow at least four Business Days for delivery.

If Open Offer Shares have already been allotted to a Qualifying Non-CREST Shareholder and such Qualifying Non-CREST Shareholder's cheque or bankers' draft is not honoured upon first presentation or such Qualifying Non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, Liberum Capital shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements for the sale of such Qualifying Non-CREST Shareholder's Open Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. None of Equiniti, Deloitte, Zeus Capital, Liberum Capital or the Company, nor any other person, shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying Non-CREST Shareholder as a result.

5.4 Payments

All payments must be in pounds sterling and cheques or banker's drafts should be made payable to ''Equiniti Limited re: Xafinity plc Open Offer'' and crossed ''A/C payee only''.

Cheques or banker's drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees. Such cheques or banker's drafts must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application.

Cheques must be drawn on the personal account of the individual investor where they have sole or joint title to the funds. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society cheque or banker's draft to such effect. The account name should be the same as that shown on the application.

Cheques or banker's drafts will be presented for payment upon receipt. Post-dated cheques will not be accepted. The Company reserves the right to instruct Equiniti to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest earned on such payments will accrue for the benefit of the Company. It is a term of the Open Offer that cheques shall be honoured on first presentation, and the Company may elect, with the consent of the Joint Bookrunners, to treat as invalid acceptances in respect of which cheques are not so honoured.

Application monies will be paid into a separate bank account pending the Capital Raising becoming unconditional. In the event that the Capital Raising does not become unconditional by 8.00 a.m. on 5 January 2018 or such later time and date as the Company, the Joint Bookrunners and the Sponsor shall agree (being not later than 8.00 a.m. on 19 January 2018), the Open Offer will lapse and application monies will be returned, at the applicants' risk and without interest, to the account of the bank from which such monies were originally debited, within 14 days thereafter. Any interest earned on monies held in the separate bank account will be retained for the benefit of the Company.

5.5 Excess Application Facility

Provided Qualifying Non-CREST Shareholders choose to take up their Open Offer Entitlements in full, the Excess Application Facility enables a Qualifying Non-CREST Shareholder to apply for Excess Shares.

The total number of Open Offer Shares is fixed and will not be increased in response to excess applications under the Excess Application Facility. Applications for Excess Shares will therefore be satisfied only to the extent that other Qualifying Shareholders do not apply for their Open Offer Entitlements in full. If applications under the Excess Application Facility are received for more than the maximum number of Open Offer Shares available, then such applications will be scaled-back in the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Non-CREST Shareholders under the Excess Application Facility will be met in full, in part, or at all.

Qualifying Non-CREST Shareholders who wish to apply for Open Offer Shares in excess of their Open Offer Entitlement must complete the Application Form in accordance with the instructions set out on the Application Form.

Qualifying Non-CREST Shareholders who make applications for Excess Shares under the Excess Application Facility which are not met in full and from whom payment in full has been received will receive back a pounds sterling amount equal to the number of Open Offer Shares applied and paid for, but not allocated to, the relevant Qualifying Non-CREST Shareholder, multiplied by the Offer Price. Monies will be returned as soon as reasonably practicable thereafter, without payment of interest and at the applicant's sole risk.

Fractions of Excess Shares will not be issued under the Excess Application Facility and fractions of Excess Shares will be rounded down to the nearest whole number. Fractional entitlements to Excess Shares will be aggregated and will ultimately accrue for the benefit of the Company.

5.6 Firm Placee and Placing Placee Participation

To the extent that a Firm Placee and/or Placing Placee is a holder of Existing Ordinary Shares, such Firm Placee and/or Placing Placee may additionally apply for, or take up, its Open Offer Entitlement and apply under the Excess Application Facility.

5.7 Incorrect or incomplete applications

If a Qualifying Non-CREST Shareholder includes payment for an incorrect sum, the Company, through Equiniti, reserves the right (having sought the prior consent of the Joint Bookrunners):

(a) to reject the application in full and refund the payment to the Qualifying Non-CREST Shareholder in question;
(b) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the Qualifying Non-CREST Shareholder in question; or
(c) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the application form refunding any unutilised sum to the Qualifying Non-CREST Shareholder in question.

The Company may, with the consent of the Joint Bookrunners, treat as valid (and binding on the Qualifying Non-CREST Shareholder concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part 11 (Terms and Conditions of the Open Offer).

5.8 Effect of application

All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk. By completing and delivering an Application Form, the applicant:

(a) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;
(b) agrees with each of the Company, Zeus Capital and Liberum Capital that all applications, and contracts resulting therefrom, under the Open Offer and any noncontractual obligations related thereto shall be governed by, and construed in accordance with, English law;
(c) confirms that in making the application he is not relying on any information or representation in relation to the Group other than that contained in this document, and he accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all information contained in this document (including information incorporated by reference);
(d) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlement or, if he has received any Open Offer Entitlements from a person other than the Company, he is entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;
(e) requests that the Open Offer Shares and/or Excess Shares to which he will become entitled be issued to him on the terms set out in this document and the Application Form and subject to the Articles;
(f) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he is not a person, and is not applying on behalf of any such person, who by virtue of being resident in or a citizen of any country outside the United Kingdom, or a corporation, partnership or other entity created or organised outside the United Kingdom is prevented by the law of any relevant jurisdiction from lawfully applying for Open Offer Shares and, if applicable, Excess Shares;
(g) represents and warrants to each of the Company, Zeus Capital, Liberum Capital and the Registrar that such person is acquiring New Ordinary Shares in an ''offshore transaction'' as defined in and in accordance with Regulation S and, furthermore, that such person (i) is not in the United States, or in any of the other Excluded Territories, or any other territory in which it is unlawful to make or accept an offer to apply for New Ordinary Shares, or to use the Application Form in any manner in which such person has used or will use it; (ii) is not acting for the account or benefit of a person located within the United States, or a person within any of the other Excluded Territories, or any other territory in which it is unlawful to make or accept an offer to apply for New Ordinary Shares, and is not acting for the account or benefit of such a person at the time the instruction to apply for the New Ordinary Shares was given; and (iii) and any person for whom such person is acting is not acquiring New Ordinary Shares with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such New Ordinary Shares into the United States, or any of the other Excluded Territories, or any other territory in which it is unlawful to make or accept an offer to apply for New Ordinary Shares; except, in each case of (i), (ii) and (iii), where proof satisfactory to the Company, Zeus Capital and Liberum Capital has been provided that such person and any person for whom such person is acting is or are entitled to take up its or their entitlement without any breach of applicable law;
(h) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he is not, and nor is he 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 (depositary receipts), section 70 (clearance services), section 93 (depositary receipts) or section 96 (clearance services) of the Finance Act 1986; and
(i) confirms to each of the Company, Zeus Capital, Liberum Capital and Deloitte that in making the application he is not relying and has not relied on Deloitte, Zeus Capital, Liberum Capital or any parties affiliated with any of them in connection with any investigation of the accuracy of any information contained in this document or his investment decision.

Further representations and warranties are included in the Application Form.

If a Qualifying Non-CREST Shareholder is in doubt as to whether or not he should apply for any of the Open Offer Shares under the Open Offer, he should consult his independent financial adviser immediately.

All enquiries in relation to the procedure for application for Qualifying Non-CREST Shareholders under the Open Offer (including any questions relating to the Excess Application Facility) should be addressed to Equiniti or by telephone to the Shareholder helpline on 0371 384 2050 or, if telephoning from outside the United Kingdom, on +44 121 415 0259. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones, and calls may be recorded and monitored randomly for security and training purposes. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Shareholder helpline operators cannot provide advice on the merits of the Open Offer or give any financial, legal or tax advice.

If a Qualifying Non-CREST Shareholder does not wish to apply for any of the Open Offer Shares to which he is entitled under the Open Offer, he should not complete or return the Application Form.

6 If a Qualifying Shareholder has Open Offer Entitlements credited to its stock account in CREST in respect of its entitlement under the Open Offer

6.1 General

Subject as provided in paragraph 8, below, in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlements and also his Excess Open Offer Entitlement (see paragraph 6.3, below). Open Offer Entitlements will be rounded down to the nearest whole number. Any fractional entitlement to Open Offer Shares arising will be aggregated and sold for the benefit of the Company under the Placing.

The CREST stock account to be credited will be an account under the Participant ID and Member Account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements and Excess Open Offer Entitlements have been allocated.

If, for any reason, the Open Offer Entitlements and/or Excess Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited by, 8.00 a.m. on 11 December 2017 or such later time as the Company may decide, an Application Form will be sent out to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements and/or Excess Open Offer Entitlements which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this document will be adjusted as appropriate and the provisions of this document applicable to Qualifying Non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms.

CREST members who wish to apply for some or all of their entitlements to Open Offer Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for Open Offer Shares as only that CREST sponsor will be able to take the necessary action to make this application in CREST.

All enquiries in relation to the procedure for application for Qualifying CREST Shareholders under the Open Offer (including any questions relating to the Excess Application Facility) should be addressed to Equiniti or by telephone to the Shareholder helpline on 0371 384 2050 or, if telephoning from outside the United Kingdom, on +44 121 415 0259. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones, and calls may be recorded and monitored randomly for security and training purposes. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Shareholder helpline operators cannot provide advice on the merits of the Open Offer or give any financial, legal or tax advice.

6.2 Market claims

The Open Offer Entitlements and Excess Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements and Excess Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as ''cum'' the Open Offer Entitlements and the Excess Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) and Excess Open Offer Entitlement(s) will thereafter be transferred accordingly.

6.3 Excess Application Facility

Provided that a Qualifying CREST Shareholder chooses to take up its Open Offer Entitlement in full, the Excess Application Facility enables such Qualifying CREST Shareholder to apply for Open Offer Shares in excess of its Open Offer Entitlement, up to a maximum number of Excess Shares equal to 10 times the total number of Existing Ordinary Shares held in such Qualifying CREST Shareholder's name as at the Record Date. If, however, a Qualifying CREST Shareholder wishes to apply for more than 10 times the total number of Existing Ordinary Shares held in such Qualifying CREST Shareholder's name as at the Record Date, the Qualifying CREST Shareholder should contact Equiniti by telephone (using the number provided in paragraph 6.1, above), following which Equiniti will arrange for additional Excess Open Offer Entitlements to be credited to the relevant CREST account of the Qualifying CREST Shareholder. Any such application will be approved, and such Excess Open Offer Entitlements will be allocated, in the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital.

The total number of Open Offer Shares is fixed and will not be increased in response to excess applications under the Excess Application Facility. Applications for Excess Shares will therefore be satisfied only to the extent that other Qualifying Shareholders do not apply for their Open Offer Entitlements in full. If applications under the Excess Application Facility are received for more than the maximum number of Open Offer Shares available, then such applications will be scaled-back in the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part, or at all.

An Excess Open Offer Entitlement in CREST may not be sold or otherwise transferred. Save as provided in paragraph 8, below, in relation to certain Overseas Shareholders, the CREST accounts of Qualifying CREST Shareholders will be credited with an Excess Open Offer Entitlement in order for any applications for Excess Shares to be settled through CREST. The credit of such Excess Open Offer Entitlement does not in any way give Qualifying CREST Shareholders a right to the Excess Shares attributable to the Excess Open Offer Entitlement, as an Excess Open Offer Entitlement is subject to scaling-back in accordance with the terms of this document.

To apply for Excess Shares pursuant to the Open Offer, Qualifying CREST Shareholders should follow the instructions above, and must not return a paper form and cheque.

Should a transaction be identified by the CREST Claims Processing unit as ''cum'' the Open Offer Entitlement and the relevant Open Offer Entitlement(s) be transferred, the Excess Open Offer Entitlement(s) will not transfer with the Open Offer Entitlement(s) claim, but will be transferred as a separate claim. Should a Qualifying CREST Shareholder cease to hold all of his Existing Ordinary Shares as a result of one or more bona fide market claims, the Excess Open Offer Entitlement credited to CREST and allocated to the relevant Qualifying CREST Shareholder will be transferred to the purchaser. Please note that any Unmatched Stock Event (''USE'') instruction must be sent in respect of any application under the Excess Open Offer Entitlement.

A Qualifying CREST Shareholder who has made a valid application for Excess Shares under the Excess Application Facility which is not met in full, and from whom payment in full for Excess Shares has been received, will receive a pounds sterling amount equal to the number of Excess Shares applied and paid for, but not allocated to, the relevant Qualifying CREST Shareholder, multiplied by the Offer Price. Monies will be returned as soon as practicable thereafter, without payment of interest and at the applicant's sole risk.

Fractions of Excess Shares will not be issued under the Excess Application Facility and fractions of Excess Shares will be rounded down to the nearest whole number.

6.4 USE instructions for some or all of the Open Offer Entitlements

CREST members who wish to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they are a CREST sponsored member, procure that their CREST sponsor sends) a USE instruction to Euroclear which, on its settlement, will have the following effect:

(a) the crediting of a stock account of Equiniti under the Participant ID and Member Account ID specified in paragraph 6.5, below, with a number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and
(b) the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of Equiniti in respect of the amount specified in the USE instruction, which must be the full amount payable on application for the number of Open Offer Shares referred to in part (a) of this paragraph 6.4.

6.5 Contents of USE instructions in respect of Open Offer Entitlements

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

(a) the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to Equiniti);
(b) the ISIN of the Open Offer Entitlements (which is GB00BD3HSL53);
(c) the Member Account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;
(d) the Participant ID of the accepting CREST Member;
(e) the Participant ID of Equiniti, in its capacity as a CREST receiving agent (which is 2RA40);
(f) the Member Account ID of Equiniti, in its capacity as a CREST receiving agent (which is RA276501);
(g) the amount payable by means of a CREST payment on settlement of the USE instruction (which must be the full amount payable on application for the number of Open Offer Shares referred to in part (a) of this paragraph 6.5;
(h) the intended settlement date (which must be on or before 11.00 a.m. on 2 January 2018); and
(i) the Corporate Action Number for the Open Offer (which will be available by viewing the relevant corporate action details in CREST).

In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 2 January 2018.

In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction: (A) a contact name and telephone number (in the free-format shared note field); and (B) a priority of at least 80.

CREST members and, in the case of CREST sponsored members, their CREST sponsors should note that the last time at which a USE instruction may settle on 2 January 2018 in order to be valid is 11.00 a.m. on that day.

In the event that the Capital Raising does not become unconditional by 8.00 a.m. on 5 January 2018 or such later time and date as the Company, the Joint Bookrunners and the Sponsor shall agree (being no later than 8.00 a.m. on 19 January 2018), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and Equiniti will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, within 14 days thereafter. Any interest earned on such monies will be retained for the benefit of the Company.

6.6 USE instructions for the Excess Open Offer Entitlements

CREST members who wish to apply for Excess Shares in respect of Excess Open Offer Entitlements in CREST must send (or, if they are a CREST sponsored member, procure that their CREST sponsor sends) a USE instruction to Euroclear which, on its settlement, will have the following effect:

(a) the crediting of a stock account of Equiniti under the Participant ID and Member Account ID specified in paragraph 6.7, below, with a number of Excess Open Offer Entitlements corresponding to the number of Excess Shares applied for; and
(b) the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of Equiniti in respect of the amount specified in the USE instruction, which must be the full amount payable on application for the number of Excess Shares referred to in part (a) of this paragraph 6.6.

6.7 Contents of USE instructions in respect of Excess Open Offer Entitlements

(a) the number of Excess Shares for which application is being made (and hence the number of the Excess Open Offer Entitlement(s) being delivered to Equiniti);
(b) the ISIN of the Excess Open Offer Entitlements (which is GB00BD3HSM60);
(c) the Member Account ID of the accepting CREST member from which the Excess Open Offer Entitlements are to be debited;
(d) the Participant ID of the accepting CREST Member;
(e) the Participant ID of Equiniti, in its capacity as a CREST receiving agent (which is 2RA44);
(f) the Member Account ID of Equiniti, in its capacity as a CREST receiving agent (which is RA276502);
(g) the amount payable by means of a CREST payment on settlement of the USE instruction (which must be the full amount payable on application for the number of Excess Shares referred to in part (a) of this paragraph 6.7;
(h) the intended settlement date (which must be on or before 11.00 a.m. on 2 January 2018); and
(i) the Corporate Action Number for the Open Offer (which will be available by viewing the relevant corporate action details in CREST).

In the event that the Capital Raising does not become unconditional by 8.00 a.m. on 5 January 2018 or such later time and date as the Company, the Joint Bookrunners and the Sponsor shall agree (being no later than 8.00 a.m. on 19 January 2018), the Open Offer will lapse, the Excess Open Offer Entitlements admitted to CREST will be disabled and Equiniti will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, within 14 days thereafter. Any interest earned on such monies will be retained for the benefit of the Company.

6.8 Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying Non-CREST Shareholder's entitlement under the Open Offer, as shown by the number of Open Offer Entitlements set out in his Application Form, together with the entitlement to apply for Excess Shares under the Excess Application Facility, may be deposited into CREST (either into the account of the Qualifying Non-CREST Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer and entitlements under the Excess Application Facility is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing to deposit the entitlement set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 2 January 2018.

In particular, having regard to normal processing times in CREST and, on the part of Equiniti, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the Open Offer Entitlement set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 27 December 2017, and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 22 December 2017, in either case, so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements and any Excess Open Offer Entitlement prior to 11.00 a.m. on 2 January 2018.

Delivery of an Application Form with the CREST Deposit Form duly completed, whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company, Liberum Capital, Zeus Capital and Equiniti by the relevant CREST member(s) that, subject to certain exceptions: (a) he is acquiring Open Offer Shares in an ''offshore transaction'' as defined in and in accordance with Regulation S and that he is not a citizen of, or resident in, the United States, any of the other Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares; (b) he is not acting for the account or benefit of a person who is a citizen of or resident in or otherwise located within the United States, any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares and was not acting for the account or benefit of such a person at the time the instruction to apply for the Open Offer Shares was given; (c) he is not acquiring the Open Offer Shares with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such Open Offer Shares into the United States, any of the other Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares, in each case, except where proof satisfactory to the Company has been provided that he is entitled to take up his entitlement without breach of applicable law; and (d) where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

6.9 Validity of application

A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 2 January 2018 will constitute a valid application under the Open Offer.

6.10 CREST procedures and timings

CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 2 January 2018. In this connection, CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

6.11 Incorrect or incomplete applications

If a USE instruction includes a CREST payment for an incorrect sum, the Company, through Equiniti, reserves the right (with the consent of the Joint Bookrunners):

(a) to reject the application in full and refund the payment to the CREST member in question;
(b) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the CREST member in question; or

(c) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the USE instruction refunding any unutilised sum to the CREST member in question.

6.12 Firm Placee and Placing Placee participation

To the extent that a Firm Placee and/or a Placing Placee is a holder of Existing Ordinary Shares, such Firm Placee and/or Placing Placee may additionally apply for, or take up, its Open Offer Entitlement and apply under the Excess Application Facility.

6.13 Effect of valid application

A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:

(a) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares and/or Excess Shares or acting on behalf of any person on a nondiscretionary basis;
(b) agrees with each of the Company, Zeus Capital and Liberum Capital to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Equiniti's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);
(c) requests that the Open Offer Shares and/or Excess Shares to which he will become entitled be issued to him on the terms set out in this document and subject to the Articles;
(d) agrees with each of the Company, Zeus Capital and Liberum Capital that all applications and contracts resulting therefrom under the Open Offer and any non-contractual obligations related thereto shall be governed by, and construed in accordance with, English law;
(e) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he is not a person, and is not applying on behalf of any such person, who by virtue of being resident in or a citizen of any country outside the United Kingdom, or a corporation, partnership or other entity created or organised outside the United Kingdom is prevented by the law of any relevant jurisdiction from lawfully applying for Open Offer Shares and/or Excess Shares;
(f) represents and warrants to the Company, Deloitte, Zeus Capital, Liberum Capital and the Registrar that such person is acquiring Open Offer Shares in an ''offshore transaction'' as defined in and in accordance with Regulation S, and furthermore that such person (i) is not in the United States, nor in any of the other Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares or to use the Application Form in any manner in which such person has used or will use it; is not acting for the account or benefit of a person located within the United States, or a person within any of the other Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares, and was not acting for the account or benefit of such a person at the time the instruction to apply for the Open Offer Shares was given; and (iii) and any person for whom it is acting is not acquiring Open Offer Shares with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such Open Offer Shares into the United States, or any of the other Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares; except, in each case of (i), (ii) and (iii), where proof satisfactory to the Company, Zeus Capital and Liberum Capital has been provided that such person and any person for whom such person is acting is (in each case) entitled to take up its entitlement without any breach of applicable law;
(g) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he is not, and nor is he 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 (depository receipts), section 70 (clearance services), section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
(h) confirms to each of the Company, Zeus Capital, Liberum Capital and Deloitte that in making the application he is not relying and has not relied on Deloitte, Zeus Capital, Liberum Capital or any parties affiliated with any of them in connection with any investigation of the accuracy of any information contained in this document or his investment decision;
(i) confirms to each of the Company, Zeus Capital, Liberum Capital and Deloitte that, in making such application, he is not relying on any information or representation in relation to the Company other than that contained in this document and he accordingly agrees that no person responsible solely or jointly for this document or any part thereof or involved in the preparation thereof shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all the information contained in this document (including information incorporated by reference); and
(j) represents and warrants to each of the Company, Zeus Capital and Liberum Capital that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlements and Excess Open Offer Entitlements or that he has received such Open Offer Entitlements and Excess Open Offer Entitlements by virtue of a bona fide market claim.

6.14 The Company's discretion as to rejection and validity of applications

The Company may, with the consent of Zeus Capital and Liberum Capital:

(a) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part 11 (Terms and Conditions of the Open Offer);
(b) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine;
(c) treat a properly authenticated dematerialised instruction (in this sub-paragraph, the ''first instruction'') as not constituting a valid application if, at the time at which Equiniti receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either the Company or Equiniti has received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
(d) accept an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to apply for Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Equiniti in connection with CREST.

The Company reserves the right, having sought the consent of the Joint Bookrunners, to reject any Application Form or USE Instruction if it has reason to believe such representations and warranties cannot be given.

The Company also reserves the right, having sought the consent of the Joint Bookrunners, to treat as invalid any Application Form that appears to the Company or its agents to have been executed in or despatched from the United States, or that provides an address in the United States for the acceptance of the Open Offer Shares, or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements.

7 Money Laundering Regulations

7.1 Holders of Application Forms

It is a term of the Open Offer that, to ensure compliance with the Money Laundering Regulations, Equiniti may require, in its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment (which requirements are referred to below as the ''verification of identity requirements'').

The person(s) (the ''applicant'') who, by lodging an Application Form with payment, and in accordance with the other terms as described above, accept(s) the Open Offer in respect of the Open Offer Shares (the ''relevant shares'') comprised in such Application Form shall thereby be deemed to agree to provide the Equiniti with such information and other evidence as it may require to satisfy the verification of identity requirements.

Equiniti may therefore undertake electronic searches for the purposes of verifying identity. To do so, Equiniti may verify the details against the applicant's identity, but also may request further proof of identity.

If Equiniti determines that the verification of identity requirements apply to any applicant or application, the relevant shares (notwithstanding any other term of the Open Offer) will not be issued to the applicant unless and until the verification of identity requirements have been satisfied in respect of that application. Equiniti is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and neither Equiniti nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable period of time and in any event by not later than 11.00 a.m. on 2 January 2018, following a request for verification of identity, Equiniti has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, terminate the contract of allotment in which event the monies payable on acceptance of the Open Offer will be returned at the applicant's risk and without interest to the account of the bank from which such monies were originally debited (without prejudice to the right of the Company to take proceedings to recover the amount by which the net proceeds of sale of the relevant Open Offer Shares fall short of the amount payable thereon).

Submission of an Application Form with the appropriate remittance will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

The verification of identity requirements will not usually apply:

(a) if the applicant is an organisation required to comply with the Money Laundering Directive (the Council Directive on the prevention of the use of the financial system for the purpose of money laundering (no. 91/308/EEC);
(b) if the applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;
(c) if the applicant (not being an applicant who delivers his application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or
(d) if the aggregate subscription price for the relevant shares is less than the sterling equivalent of e15,000 (approximately £13,000 (as at the Latest Practicable Date)).

In other cases, the verification of identity requirements may apply. The following guidance is provided in order to assist in satisfying the verification of identity requirements and to reduce the likelihood of difficulties or delays and potential rejection of an application (but does not limit the right of Equiniti to require verification of identity as stated above). Satisfaction of the verification of identity requirements may be facilitated in the following ways:

(i) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or banker's draft, by the building society or bank endorsing on the cheque or draft the applicant's name and the number of an account held in the applicant's name at such building society or bank, such endorsement being validated by a stamp and an authorised signature by the building society or bank on the reverse of the cheque or banker's draft;
(ii) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the current non-European Union members of which are Argentina, Australia, Brazil, Canada, Hong Kong, Iceland, India, Japan, Mexico, New Zealand, Norway, People's Republic of China, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland, Turkey, the United States and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide written confirmation that it has that status with the Application Form and written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will, on demand, make such evidence available to Equiniti or the relevant authority;
(iii) in order to confirm the acceptability of any written assurance referred to in part (ii) of this paragraph 7 or, in any other case, the applicant should contact Equiniti; or
(iv) if (an) Application Form(s) is/are in respect of relevant shares with an aggregate subscription price of the sterling equivalent of e15,000 (approximately £13,000 at the Latest Practicable Date) or more and is/are lodged by hand by the applicant in person, he should ensure that he has with him evidence of identity bearing his photograph (for example, his passport) and evidence of his address.

Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the building society cheque or banker's draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

If a Qualifying Shareholder delivers an Application Form by hand, he should ensure that he has with him evidence of identity bearing his photograph (for example, a passport). If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 2 January 2018, Equiniti has not received evidence satisfactory to it as aforesaid, Equiniti may, having consulted with the Company, Zeus Capital and Liberum Capital, as agent of the Company, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to receive monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

7.2 Open Offer Entitlements in CREST

If a Qualifying Shareholder holds his Open Offer Entitlements and/or Excess Open Offer Entitlements in CREST and applies for Open Offer Shares and/or Excess Shares in respect of all or some of his Open Offer Entitlements and/or Excess Open Offer Entitlements as agent for one or more persons and he is not a UK or EU regulated person or institution (for example, a UK financial institution), irrespective of the value of the application, Equiniti is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf the application is being made. Such Qualifying Shareholder must therefore contact Equiniti before sending any USE instruction or other instruction so that appropriate measures may be taken.

Submission of a USE instruction which, on its settlement, constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to each of the Company, Zeus Capital and Liberum Capital to provide promptly to Equiniti such information as may be specified by Equiniti as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to Equiniti as to identity, Equiniti may, having consulted with the Company, Zeus Capital and Liberum Capital, take, or omit to take, such action as it may determine to prevent or delay issue of the Open Offer Shares and/or Excess Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Open Offer Shares and/or Excess Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

8 Overseas Shareholders

8.1 General

The making of the Open Offer to Overseas Shareholders may be affected by the laws or regulatory requirements of the relevant jurisdiction. Overseas Shareholders who are in any doubt in this respect should consult their professional advisers without delay.

Whilst Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are resident in, or citizens of, countries other than the United Kingdom are entitled to participate in the Open Offer, the ability of those persons to take up their allocations may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to all legal, tax, regulatory or other formalities required to enable them to take up their allocations, including whether they require any governmental or other consents or need to observe any other formalities in such territory including paying any issue, transfer or other taxes. The comments set out in this paragraph 8 are intended as a general guide only and any Overseas Shareholder should seek professional advice without delay.

No action has been or will be taken by the Company or any other person to permit a public offering or distribution of this document or the Application Form in any jurisdiction where action for that purpose may be required, other than in the UK.

No person receiving a copy of this document and/or an Application Form and/or receiving a credit of Open Offer Entitlements and/or Excess Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form or credit of Open Offer Entitlements and/or Excess Open Offer Entitlements to a stock account in CREST, unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form or credit of Open Offer Entitlements to a stock account in CREST could lawfully be used without contravention of any legislation or other local regulatory requirements. Receipt of this document and/or an Application Form or the crediting of Open Offer Entitlements and/or Excess Open Offer Entitlements to a stock account in CREST does not constitute an invitation or offer to Overseas Shareholders in the territories in which it would be unlawful to make an invitation or offer and, in such circumstances, this document and/or any Application Forms are sent for information only. It is the responsibility of any Shareholder receiving a copy of this document and/or an Application Form and/or receiving a credit of Open Offer Entitlements and/or Excess Open Offer Entitlements to a stock account in CREST outside the United Kingdom and wishing to make an application for any Open Offer Shares to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such other territory.

Due to restrictions under the securities laws of the Excluded Territories and certain commercial considerations, Application Forms will not be sent to, and Open Offer Entitlements and/or Excess Open Offer Entitlements will not be credited to stock accounts in CREST of, Shareholders in Excluded Territories or their agents or intermediaries, except where the Company is satisfied, having sought the consent of Zeus Capital and Liberum Capital, that such action would not result in the contravention of any registration or other legal requirement in the relevant jurisdiction.

Persons (including, without limitation, stockbrokers, banks and other agents) receiving an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST should not, in connection with the Open Offer, distribute or send the Application Form or transfer the Open Offer Entitlements and/or Excess Open Offer Entitlements into any jurisdiction where to do so would or might contravene local securities laws or regulations.

If an Application Form or a credit of Open Offer Entitlements and/or Excess Open Offer Entitlements to a stock account in CREST is received by any person in any such jurisdiction or by the stockbrokers, banks and other agents or nominees of such person, he or she must not seek to take up the Open Offer Shares except pursuant to an express agreement with the Company. Any person who does forward an Application Form or transfer the Open Offer Entitlements into any such jurisdiction, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this paragraph. The Company reserves the right, having sought the consent of Zeus Capital and Liberum Capital, to reject an Application Form or transfer of Open Offer Entitlements from or in favour of Shareholders in any such jurisdiction or persons who are acquiring Open Offer Shares for resale in any such jurisdiction.

The Company reserves the right, having sought the consent of Zeus Capital and Liberum Capital, to treat as invalid any application for Open Offer Shares under the Open Offer, and the Company will not be bound to allot or issue any Open Offer Shares in respect of any acceptance or purported acceptance of the offer of Open Offer Shares, if it appears to the Company or its agents that such application or acceptance thereof may involve a breach of the laws or regulations of any jurisdiction or if in respect of such application the Company has not been given the relevant warranty concerning overseas jurisdictions set out in the Application Form or in this document, as appropriate. All payments under the Open Offer must be made in pounds sterling.

The Company is not making any representation to any offeree or purchaser of Open Offer Shares regarding the legality of an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

8.2 United States and other Excluded Territories

8.2.1 United States

None of the New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements have been, or will be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares, the Open Offer Entitlements or the Excess Open Offer Entitlements in the United States.

The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940 (as amended) and Investors will not be entitled to the benefits of that Act.

The New Ordinary Shares made available under the Capital Raising are being offered and sold (i) outside the United States in ''offshore transactions'' in reliance on Regulation S and (ii) with respect to New Ordinary Shares offered and sold under the Firm Placing and Placing only, within the United States only to a limited number of persons reasonably believed to be QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

Accordingly, the Company is not extending the Open Offer into the United States and none of this document, the Application Form nor the crediting of Open Offer Entitlements or Excess Open Offer Entitlements to a stock account in CREST constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any Open Offer Shares in the United States. Neither this document nor the Application Form will be sent to, and none of the Open Offer Entitlements, Excess Open Offer Entitlements nor Open Offer Shares will be credited to a stock account in CREST of, any Qualifying Shareholder with a registered address in the United States. Application Forms sent from or postmarked in the United States, or including a United States registered address, will be deemed to be invalid and all persons acquiring Open Offer Shares and wishing to hold such Open Offer Shares in registered form must provide an address outside the United States for registration of the Open Offer Shares.

The Company reserves the right, having sought the consent of Zeus Capital and Liberum Capital, to treat as invalid any Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of Open Offer Shares, or which does not make the warranties set out in the Application Form or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements. In addition, except as set out below, any person exercising Open Offer Entitlements and/or Excess Open Offer Entitlements must make the representations and warranties set out in paragraph 5 and/ or paragraph 6, above, as applicable. Accordingly, except as set out below, the Company reserves the right, having sought the consent of Zeus Capital and Liberum Capital, to treat as invalid (i) any Application Form which does not make the representations and warranties referred to in paragraph 5 and/or paragraph 6, above, as applicable, and (ii) any USE Instruction which does not make the representations and warranties set out in paragraph 6, above. The attention of persons holding for the account of persons located in the United States or located or resident in any of the Excluded Territories is directed to such paragraphs. In addition, the Company and the Registrar each reserves the right, having sought the consent of Zeus Capital and Liberum Capital, to reject any USE instruction sent by or on behalf of any CREST member with a registered address in the United States or appears to the Company to have been despatched from the United States or any other Excluded Territory, in a manner which may involve a breach of the laws of any jurisdiction or they or their agents believe may violate any applicable legal or regulatory requirement, or which does not make the representations and warranties set out in paragraph 5 and/or paragraph 6, above.

Notwithstanding the foregoing, Open Offer Shares may be made available under the Open Offer to a limited number of Qualifying Shareholders in the United States who are QIBs, in the sole discretion of or as otherwise agreed by the Company, in consultation with the Joint Bookrunners and in a manner designed not to require registration of the New Ordinary Shares under the US Securities Act.

Any person in the United States into whose possession this document comes should inform himself about and observe any applicable legal restrictions; any such person in the United States who is not a QIB is required to disregard this document.

No representation has been, or will be, made by the Company, Deloitte, Zeus Capital or Liberum Capital as to the availability of any exemption under the US Securities Act or any state securities laws for the reoffer, pledge or transfer of the Capital Raising Shares.

8.2.2 Other Excluded Territories.

Due to the restrictions under the securities laws of the Excluded Territories, Shareholders who have registered addresses in or who are resident or ordinarily resident in, or citizens of, any Excluded Territories will not, subject to certain exceptions, qualify to participate in the Open Offer and will not be sent an Application Form and no Open Offer Entitlements or Excess Open Offer Entitlements will be credited to their CREST stock accounts.

The Capital Raising Shares have not been and will not be registered under the relevant laws of any of the Excluded Territories or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any of the Excluded Territories or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Excluded Territories except pursuant to an applicable exemption.

8.3 Representations and warranties relating to Overseas Shareholders

8.3.1 Qualifying Non-CREST Shareholders

Any person completing and returning an Application Form, or requesting registration of the Open Offer Shares comprised therein, represents and warrants to each of the Company, Zeus Capital, Liberum Capital and the Registrar that, except where proof has been provided to the Company's satisfaction, having sought the consent of Zeus Capital and Liberum Capital, that such person's use of the Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (a) such person is not requesting registration of the relevant Open Offer Shares from within any Excluded Territory; (b) such person is not in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares or to use the Application Form in any manner in which such person has used or will use it; (c) such person is not acting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (b), above, at the time the instruction to accept was given; and (d) such person is not acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories.

The Company and/or the Registrar may, with the consent of Zeus Capital and Liberum Capital, treat as invalid any acceptance or purported acceptance of the allotment of Open Offer Shares comprised in an Application Form if it: (i) appears to the Company or its agents to have been executed, effected or dispatched from an Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; (ii) provides an address in an Excluded Territory for delivery of the share certificates of Open Offer Shares (or any other jurisdiction outside the UK in which it would be unlawful to deliver such share certificates); or (iii) purports to exclude the representation and warranty required by this paragraph 8.3.1.

8.3.2 Qualifying CREST Shareholders

A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 11 (Terms and Conditions of the Open Offer) represents and warrants to the Company that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (a) neither it nor its client is within any Excluded Territory; (b) neither it nor its client is in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares; (c) it is not accepting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (b) above at the time the instruction to accept was given; and (d) neither it nor its client is acquiring any Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories. A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 11 (Terms and Conditions of the Open Offer) also represents and warrants to the Company, Zeus Capital and Liberum Capital that it is making an application for Open Offer Shares for its own long-term investment and will not sell, dispose of or transfer the Open Offer Shares allocated to it as part of the Open Offer within a period of six months from the date of allotment of such Open Offer Shares.

9 Waiver

The provisions of this Part 11 (Terms and Conditions of the Open Offer) and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company, with the consent of Zeus Capital and Liberum Capital. Subject to this, the provisions of paragraph 8, above, supersede any terms of the Open Offer inconsistent therewith. References in paragraph 8, above, to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of paragraph 8, above, shall apply to them jointly and to each of them severally.

10 Withdrawal rights

Qualifying Shareholders wishing to exercise statutory withdrawal rights under Section 87Q(4) of FSMA after publication by the Company of a supplementary prospectus supplementing this document must do so by lodging a written notice of withdrawal which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the Participant ID and the Member Account ID of such CREST member, with Equiniti, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, so as to be received by no later than two Business Days after the date on which the supplementary prospectus is published, withdrawal being effective as at posting of the written notice of withdrawal. Notice of withdrawal given by any other means or which is deposited with or received by Equiniti after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant Qualifying Shareholder of its subscription in full and the allotment of Open Offer Shares to such Qualifying Shareholder becoming unconditional, save to the extent required by statute. In such event, Shareholders are advised to seek independent legal advice.

11 Taxation

Information regarding United Kingdom taxation in respect of the Capital Raising Shares and the Capital Raising is set out in Part 20 (UK Taxation). The information contained in Part 20 (UK Taxation) is intended only as a general guide to the current tax position in the United Kingdom and, as a result, all Qualifying Shareholders should seek their own tax advice in light of their own circumstances. If a Qualifying Shareholder is in any doubt about his or her tax position, or is subject to tax in a jurisdiction other than the United Kingdom, he or she should consult his or her professional advisers without delay.

12 Listing, settlement, dealings and publication

Applications will be made to the FCA for the Capital Raising Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for them to be admitted to trading on the Main Market subject to the fulfilment of the conditions of the Capital Raising. Subject to the Capital Raising becoming unconditional in all respects (save only as to Admission of the Capital Raising Shares), it is expected that Admission of the Capital Raising Shares to the premium segment of the Official List and to trading on the London Stock Exchange will become effective and that dealings therein for normal settlement will commence at 8.00 a.m. on 5 January 2018.

Open Offer Entitlements and Excess Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 2 January 2018 (the latest date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied (expected to be 5 January 2018). On this day, Equiniti will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlement to Open Offer Shares with effect from admission (expected to be 8.00am on 5 January 2018). The stock accounts to be credited will be the accounts under the same Participant IDs and Member Account IDs in respect of which the USE instruction was given.

Notwithstanding any other provision of this document, the Company reserves the right to send Qualifying CREST Shareholders an Application Form instead of crediting the relevant stock account with Open Offer Entitlements and/or Excess Open Offer Entitlements and to allot and/or issue any Capital Raising Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST), or on the part of the facilities and/or systems operated by Equiniti in connection with CREST.

For Qualifying Non-CREST Shareholders who have applied by using an Application Form, definitive share certificates in respect of the Open Offer Shares validly applied for are expected to be despatched by post no later than 9 January 2018. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers of the Open Offer Shares by Qualifying Non-CREST Shareholders will be certified against the share register. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying Non-CREST Shareholders are referred to the Application Form.

Qualifying CREST Shareholders should note that they will be sent no confirmation of the credit of the Open Offer Shares to their CREST stock account or any other written communication by the Company in respect of the issue of the Open Offer Shares.

The completion and results of the Capital Raising are expected to be announced and made public through an announcement on a Regulatory Information Service on 3 January 2018.

13 Times and dates

Liberum Capital shall be entitled, with the consent of Zeus Capital and the Company, to amend the dates on which Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the FCA, and make an announcement on a Regulatory Information Service and, if appropriate, to Shareholders, but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is published by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Open Offer specified in this document, the latest date for acceptance under the Open Offer shall be extended to the date that is at least three Business Days after the date of publication of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

14 Governing law and jurisdiction

The terms and conditions of the Capital Raising as set out in this document, the Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, English law.

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Capital Raising, this document or the Application Form including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with the Capital Raising, this document or the Application Form. By taking up Open Offer Shares under the Open Offer in accordance with the instructions set out in this document and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

15 Other information

Your attention is drawn to the further information set out in this document and also, in the case of Qualifying Shareholders to whom the Company has sent Application Forms, to the terms, conditions and other information printed on the accompanying Application Form.

QUESTIONS AND ANSWERS ABOUT THE OPEN OFFER

The questions and answers set out in this Part 12 (Questions and Answers about the Open Offer) are intended to be in general terms only and, as such, you should read Part 11 (Terms and Conditions of the Open Offer) for full details of what action you should take. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under FSMA, if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

This Part 12 (Questions and Answers about the Open Offer) deals with general questions relating to the Capital Raising and more specific questions relating to Ordinary Shares held by persons resident in the UK who hold their Ordinary Shares in certificated form only. If you are an Overseas Shareholder, you should read paragraph 8 (Overseas Shareholders) of Part 11 (Terms and Conditions of the Open Offer), and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your rights. If you hold your Ordinary Shares in uncertificated form (that is, through CREST), you should read Part 11 (Terms and Conditions of the Open Offer) for full details of what action you should take. If you are a CREST sponsored member, you should also consult your CREST sponsor. If you do not know whether your Ordinary Shares are in certificated or uncertificated form, please call the Receiving Agent, Equiniti, between 8.30 a.m. and 5.30 p.m. on any Business Day on 0371 384 2050 (from inside the United Kingdom) or +44 121 415 0259 (from outside the United Kingdom). Calls to this number from the United Kingdom are charged at national rates from a BT landline. Other service providers' costs may vary. Calls to this number from outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. For legal reasons, Equiniti will be unable to give advice on the merits of the Capital Raising or to provide financial, tax or investment advice.

Timetable dates in this Part 12 (Questions and Answers about the Open Offer) have been included on the basis of the expected timetable set out in Part 5 (Expected Timetable of Principal Events).

1 What is the Firm Placing and the Placing and Open Offer?

A firm placing and placing and open offer is a way for companies to raise money. They usually do this by giving their existing shareholders a right to subscribe for further shares at a fixed price in proportion to their existing shareholdings (an open offer) and providing for new investors to subscribe for new shares in the Company (a firm placing and/or a placing). The fixed price is normally at a discount to the closing midmarket price of the existing ordinary share prior to the announcement of the open offer.

2 What is the Open Offer?

The Open Offer is an invitation by the Company to Qualifying Shareholders to apply to acquire 1 Open Offer Share for every 13 Existing Ordinary Shares held by them on the Record Date, at a price of 170 pence per Open Offer Share. In this document, this is referred to as your ''Open Offer Entitlement''. If you hold Existing Ordinary Shares on the Record Date or have a bona fide market claim, other than, subject to certain exceptions, where you are a Shareholder either located, or with a registered address, in an Excluded Territory, you will be entitled to buy Open Offer Shares under the Open Offer.

The Open Offer is being made on the basis of 1 Open Offer Share for every 13 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. If your Open Offer Entitlement is not a whole number, you will not be entitled to buy Open Offer Shares in respect of any fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number. If you hold fewer than 13 Existing Ordinary Shares, you will not receive an Open Offer Entitlement. Applications by Qualifying Shareholders will be satisfied in full up to the amount of their Open Offer Entitlement. In addition, and subject to availability, the Excess Application Facility will enable Qualifying Shareholders to apply for any whole number of Excess Shares in excess of their Open Offer Entitlements. If there is an oversubscription resulting from excess applications, allocations in respect of such Excess Shares will be scaled-back at the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Shareholders will be met in full, in part, or at all.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements and Excess Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply to take up their Open Offer Entitlements and/or Excess Open Offer Entitlements. Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer.

3 When will the Capital Raising take place?

The Capital Raising is subject to Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 5 January 2018, or such later time and/or date as the Company, the Sponsor and the Joint Bookrunners shall agree (being not later than 8.00 a.m. on 19 January 2018).

4 What is an Application Form?

It is a form sent to those Qualifying Shareholders who hold their Ordinary Shares in certified form. It sets out your Open Offer Entitlement to subscribe for the Open Offer Shares and Excess Open Offer Entitlement to subscribe for Excess Shares, and is a form which you should complete if you want to participate in the Open Offer.

5 I hold my Existing Ordinary Shares in certificated form. How do I know whether I am eligible to participate in the Open Offer?

If you receive an Application Form and, subject to certain exceptions, are not a shareholder either located, or with a registered address, in an Excluded Territory, then you should be eligible to participate in the Open Offer as long as you have not sold all of your Existing Ordinary Shares before 8.00 a.m. on 7 December 2017 (being the time at which the Existing Ordinary Shares were marked ''ex-entitlement'' by the London Stock Exchange).

6 I hold my Existing Ordinary Shares in certificated form. How do I know how many Open Offer Shares I am entitled to take up?

If you hold your Existing Ordinary Shares in certificated form and, subject to certain exceptions, do not have a registered address and are not located in any Excluded Territory, you will be sent an Application Form that shows:

* how many Existing Ordinary Shares you held at the close of business on the Record Date;
* how many Open Offer Shares comprise your Open Offer Entitlement; and
* how much you need to pay if you want to take up your right to buy the maximum number of Open Offer Shares under your Open Offer Entitlement.

If you would like to apply for any or all of the Open Offer Shares comprised in your Open Offer Entitlement, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document. Completed Application Forms should be posted, along with a cheque or banker's draft drawn in the appropriate form, in the accompanying pre-paid envelope or returned by post or by hand (during normal office hours only) to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (who will act as Receiving Agent in relation to the Open Offer) so as to be received by no later than 11.00 a.m. on 2 January 2018, after which time Application Forms will not be valid.

If you would like to apply for any Excess Shares (i.e. Open Offer Shares in excess of your Open Offer Entitlement which have not been applied for by other Qualifying Shareholders) pursuant to the Excess Application Facility, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document.

7 I hold my Existing Ordinary Shares in certificated form and am eligible to receive an Application Form. What are my choices in relation to the Open Offer?

7.1 If you do not want to take up your Open Offer Entitlement

If you do not want to take up your Open Offer Entitlement, you do not need to do anything. In these circumstances, you will not receive any Open Offer Shares. You will also not receive any money when the Open Offer Shares you could have taken up are sold, as would happen under a rights issue. You cannot sell your Application Form or your Open Offer Entitlement or Excess Open Offer Entitlement to anyone else.

If you do not take up your Open Offer Entitlement, then, following the issue of the Capital Raising Shares pursuant to the Capital Raising, your interest in the Company will be diluted by approximately 23.1 per cent. In addition, the Open Offer Shares to which you are entitled under your Open Offer Entitlement will be made available for subscription under the Excess Application Facility.

If you do take up your maximum Open Offer Entitlement but do not apply for any Excess Shares under your Excess Open Offer Entitlement, then, following the issue of the Capital Raising Shares, your interest in the Company will be diluted by approximately 17.2 per cent.

7.2 If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlement

If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlement, you should write the number of Open Offer Shares you want to take up in Box 4 of your Application Form. For example, if you are entitled to take up 50 shares but you only want to take up 25 shares, then you should write ''25'' in Box 4.

To work out how much you need to pay for the Open Offer Shares, you need to multiply the number of Open Offer Shares you want (in this example, ''25'') by 170 pence, which is the price in pence of each Open Offer Share (giving you an amount of £42.50 in this example). You should write this total sum in Box 7, rounding down to the nearest whole pence, and this should be the amount your cheque or banker's draft is made out for.

You should then return the completed Application Form, together with a cheque or banker's draft for that amount, in the accompanying pre-paid envelope or return by post or by hand (during normal office hours only), to Equiniti, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (who will act as Receiving Agent in relation to the Open Offer) so as to be received by Equiniti by no later than 11.00 a.m. on 2 January 2018, after which time Application Forms will not be valid.

All payments must be in pounds sterling and made by cheque or banker's draft made payable to ''Equiniti Limited re: Xafinity plc Open Offer'' and crossed ''A/C Payee Only''.

Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct Equiniti to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and banker's drafts sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.

A definitive share certificate will then be sent to you for the Open Offer Shares that you take up. Your definitive share certificate for Open Offer Shares is expected to be despatched to you by no later than 9 January 2018.

7.3 If you want to take up all of the Open Offer Shares under your Open Offer Entitlement

If you want to take up all of the Open Offer Shares under your Open Offer Entitlement, you need to send the Application Form, together with your cheque or banker's draft for the full amount (as indicated in Box 3 of your Application Form), payable to ''Equiniti Limited re: Xafinity plc Open Offer'' and crossed ''A/C payee only'', in the accompanying pre-paid envelope or return by post or by hand (during normal office hours only), to Equiniti, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (who will act as Receiving Agent in relation to the Open Offer) so as to be received by Equiniti by no later than 11.00 a.m. on 2 January 2018, after which time Application Forms will not be valid. If you post your Application Form by first-class post, you should allow at least four Business Days for delivery.

All payments must be in pounds sterling and made by cheque or banker's draft made payable to ''Equiniti Limited re: Xafinity plc Open Offer'' and crossed ''A/C Payee Only''.

Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

7.4 If you want to take up Excess Shares pursuant to the Excess Application Facility

If you want to apply for Excess Shares, you may do so by completing Boxes 5, 6 and 7 of the Application Form. However, the total number of Open Offer Shares is fixed and will not be increased in response to any applications under the Excess Application Facility. Applications under the Excess Application Facility will therefore only be satisfied to the extent that other Qualifying Shareholders do not apply for their Open Offer Entitlements in full or where fractional entitlements have been aggregated and made available for sale for the benefit of the Company.

If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will be scaled-back at the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part, or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque (or CREST payment, as appropriate).

8 I hold my Existing Ordinary Shares in uncertificated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Part 11 (Terms and Conditions of the Open Offer). Persons who hold Existing Ordinary Shares through a CREST member should be informed by the CREST member through which they hold their Existing Ordinary Shares of the number of Open Offer Shares that they are entitled to acquire under the Open Offer, and should contact them should they not receive this information.

9 I acquired my Existing Ordinary Shares prior to the Record Date and hold my Existing Ordinary Shares in certificated form. What if I do not receive an Application Form or I have lost my Application Form?

If you do not receive an Application Form, this probably means that you are not eligible to participate in the Open Offer. Some Qualifying Non-CREST Shareholders, however, will not receive an Application Form but may still be eligible to participate in the Open Offer, namely:

* Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertificated form on 6 December 2017 and who have converted them to certificated form;
* Qualifying Non-CREST Shareholders who bought Existing Ordinary Shares before 8.00 a.m. on 7 December 2017 but were not registered as the holders of those shares at the close of business on 6 December 2017; and
* certain Overseas Shareholders.

If you do not receive an Application Form but think that you should have received one, or if you have lost your Application Form, please contact the Equiniti helpline on 0371 384 2050 (from inside the United Kingdom) (calls to this number charged at the standard geographic rate and will vary by provider) or +44 (0)121 415 0259 (from outside the United Kingdom) between 8.30 a.m. and 5.30 p.m. on any Business Day. For legal reasons, Equiniti will only be able to provide information contained in this document and information relating to the Company's register of members and will be unable to give advice on the merits of the Open Offer or to provide financial, tax or investment advice.

10 I am a Qualifying Shareholder. Do I have to apply for all the Open Offer Shares I am entitled to apply for? Can I apply for more?

You can take up any number of the Open Offer Shares allocated to you under your Open Offer Entitlement. If you want to apply for Excess Shares, you may do so by completing Boxes 5, 6 and 7 of the Application Form. However, the total number of Open Offer Shares is fixed and will not be increased in response to any applications under the Excess Application Facility. Applications under the Excess Application Facility will therefore only be satisfied to the extent that other Qualifying Shareholders do not apply for their Open Offer Entitlements in full or where fractional entitlements have been aggregated and made available for sale for the benefit of the Company. If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will be scaled-back at the absolute discretion of Liberum Capital, in consultation with the Company and Zeus Capital, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part, or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque (or CREST payment, as appropriate).

11 What if I change my mind?

If you are a Qualifying Shareholder, once you have sent your Application Form and payment to the Receiving Agent, you cannot withdraw your application or change the number of Open Offer Shares for which you have applied, except in very limited circumstances.

12 What if the number of Open Offer Shares to which I am entitled is not a whole number: am I entitled to fractions of Open Offer Shares?

If the number is not a whole number, you will not receive a fraction of an Open Offer Share. Rather, your entitlement will be rounded down to the nearest whole number.

13 I hold my Existing Ordinary Shares in certificated form. What should I do if I want to spend less than the amount set out in Box 3 of the Application Form?

If you want to spend less than the amount set out in Box 3, you should divide the amount you want to spend by 170 pence (being the price, in pence, of each Open Offer Share under the Open Offer).

This will give you the number of Open Offer Shares you should apply for. You can only apply for a whole number of Open Offer Shares. For example, if you want to spend £100, you should divide £100 by 170 pence. You should round that down to the nearest whole number, to give you the number of shares you want to take up. Write that number (in this example, ''58'') in Box 4. To then get an accurate amount to put on your cheque or banker's draft, you should multiply the whole number of Open Offer Shares you want to apply for (in this example, 58) by 170 pence and then fill in that amount rounded down to the nearest whole pence (in this example, being, rounded down to the nearest whole pence, £98.60) in Box 7 and on your cheque or banker's draft accordingly.

14 What if I hold awards under the Xafinity Share Plans?

In accordance with the rules of each plan and if applicable, the number or exercise prices of options and awards under the Share Plans may be adjusted to take account of the Open Offer. If this is the case, participants will be contacted separately.

15 I hold my Existing Ordinary Shares in certificated form. What should I do if I have sold some or all of my Existing Ordinary Shares?

If you hold Existing Ordinary Shares in certificated form and you have sold some or all of your Existing Ordinary Shares before 7 December 2017, you should contact the buyer or the person/company through whom you sold your shares. The buyer may be entitled to apply for Open Offer Shares under the Open Offer.

If you sell or have sold any of your Existing Ordinary Shares on or after 7 December 2017, you may still take up and apply for the Open Offer Shares as set out on your Application Form.

16 I hold my Existing Ordinary Shares in certificated form. How do I pay?

Completed Application Forms should be returned with a cheque or banker's draft drawn in the appropriate form. All payments must be in pounds sterling and made by cheque or banker's draft made payable to ''Equiniti Limited re: Xafinity plc Open Offer'' and crossed ''A/C Payee Only''. Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

17 Will the Existing Ordinary Shares that I hold now be affected by the Open Offer?

If you decide not to apply for any Open Offer Shares under your Open Offer Entitlement, or only apply for a proportion of the Open Offer Shares under your Open Offer Entitlement, your proportionate ownership and voting interest in the Company will be further diluted.

18 I hold my Existing Ordinary Shares in certificated form. Where do I send my Application Form?

You should send your completed Application Form in the accompanying pre-paid envelope or returned by post or by hand (during normal office hours only), together with the monies in the appropriate form, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (who will act as Receiving Agent in relation to the Open Offer). If you post your Application Form by first-class post, you should allow at least four business days for delivery.

If you do not want to take up or apply for any Open Offer Shares, then you need take no further action.

19 I hold my Existing Ordinary Shares in certificated form. When do I have to decide if I want to apply for Open Offer Shares?

Equiniti (as Receiving Agent) must receive the Application Form by no later than 11.00 a.m. on 2 January 2018, after which time Application Forms will not be valid. If an Application Form is being sent by first-class post in the United Kingdom, Qualifying Shareholders are recommended to allow at least four working days for delivery.

20 I hold my Existing Ordinary Shares in certificated form. When will I receive my new share certificate?

It is expected that the Registrar will post all new share certificates within 14 days of Admission of the Capital Raising Shares.

21 What should I do if I live outside the United Kingdom?

Your ability to apply to acquire Open Offer Shares may be affected by the laws of the country in which you live, and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Open Offer Entitlement and/or to apply for Excess Shares pursuant to your Excess Open Offer Entitlement.

Further assistance

Should you require further assistance, please call the Equiniti Shareholder helpline on 0371 384 2050 (from inside the United Kingdom) (calls to this number are charged at the standard geographic rate and will vary by provider) or +44 (0)121 415 0259 (from outside the United Kingdom) (calls are charged at applicable international rates). Different charges may apply to calls made from mobile telephones, and calls may be recorded and monitored randomly for security and training purposes. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that the Shareholder helpline operators cannot provide advice on the merits of the Capital Raising or give any financial, legal or tax advice.

INFORMATION ON THE XAFINITY GROUP

1 Introduction

Xafinity is a pensions actuarial, consulting and administration business providing a wide range of advisory and compliance services to over 550 pension scheme clients which operate in a highly regulated environment. The Company combines expertise, insight and technology to address the needs of both pension trustees and sponsoring companies. The Group has more than 400 employees, of which approximately 90 per cent are client facing, with offices in Reading, Leeds, Stirling, Belfast, London and Manchester providing it with access to staff, expertise and clients in geographic locations across the UK.

Xafinity enjoys very high levels of client loyalty with 80 per cent of the top 20 fee payers having been clients for over 10 years. This, combined with the predictable nature of the activities carried out by the Group, means that a high proportion of the Group's revenues repeat each year.

The majority of the Group's revenues relate to services provided to trustees and sponsors of UK defined benefit pension schemes. The Group also provides services in the UK defined contribution pension scheme market and the SSAS and SIPP markets. For the year ended 31 March 2017, Xafinity reported revenues of £52.0 million and Adjusted EBITDA of £17.5 million. The Xafinity Directors believe that Xafinity operates in growing markets, and has a strong opportunity to grow market share in each of the key markets in which it participates.

2 History of the Xafinity Group

Xafinity's origins trace back over 40 years to the formation of Hogg Robinson Benefit Consultants during the 1970s. Xafinity became part of the Equiniti Group in 2010, under whose ownership it remained until 2013, when the Xafinity actuarial, pensions, healthcare and other employee benefit consulting and administration services business was acquired by CBPE and became a standalone independent entity, with the Company forming the new parent company of the Group.

Since becoming independent, Xafinity has benefited from significant operational investment. New systems were implemented in HR, finance and IT to expand and improve the services Xafinity provides. Most of the Group's offices are now either new or have been refurbished.

In April 2014, Ben Bramhall joined Xafinity from KPMG (becoming the deputy Managing Director of the Group in April 2015 and Managing Director in 2016) and worked closely with the rest of the Board to develop and implement the strategy of the business following CBPE's acquisition of the Group. Mercer UK's former Chief Actuary, Jonathan Bernstein, joined Xafinity in June 2015 and was made Head of Pensions in January 2016. Mike Ainslie was appointed as the Chief Financial Officer of the Group in October 2015, after spending 18 years in corporate banking with a US bank, where his roles included Head of Audit, CFO and COO for the bank's international operations. Paul Cuff, a former partner and Head of Pensions, London at KPMG joined the Group as Joint Managing Director in October 2016.

Xafinity completed an initial public offering of its Ordinary Shares, which were admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market, on 16 February 2017.

Ben Bramhall and Paul Cuff were appointed as Co-Chief Executive Officers of the Group with effect from IPO Admission, with Ben Bramhall focusing on the day-to-day operation of the business and Paul Cuff responsible for raising the profile of Xafinity in the market and generating new business. The Co-Chief Executive Officer roles allow both Ben and Paul to devote an appropriate amount of time to management functions in addition to fee-earning work. Ben and Paul have enjoyed a professional relationship for almost 20 years, having trained together as actuaries in the late 1990s. They worked closely together in previous roles at both Punter Southall and KPMG.

Robert Birmingham, who has been associated with Xafinity for over 30 years and whose previous positions include Managing Director and Executive Chairman, remains with the Group and continues to advise, and manage the relationship with, a number of Xafinity's clients.

3 Business overview

Xafinity is a pensions actuarial, consulting and administration business providing a wide range of services to over 550 pension scheme clients. The Company combines expertise, insight and technology to address the needs of both pension trustees and sponsoring companies. The Group has more than 400 employees, of which approximately 90 per cent are client facing, with offices in Reading, Leeds, Stirling, Belfast, London and Manchester providing it with access to staff, expertise and clients in geographic locations across the UK.

Principal businesses

Xafinity's principal businesses operate in three key markets:

* the Xafinity Pensions Advisory and Administration Business and the HR Trustees Business operate primarily in the UK DB market;
* NPT operates in the UK DC market; and
* the SSAS and SIPP Business operates in the UK SSAS and SIPP services market.

The principal activity of the Company is that of a holding company for the Group. The principal businesses of the Group are:

(a) Xafinity Pensions Advisory and Administration Business

Xafinity Pensions Advisory and Administration Business provides advisory services to the trustees or sponsoring employers of approximately 450 UK DB Schemes, covering actuarial, investment and wider pensions advice, including in respect of UK DC Schemes. Xafinity also carries out the day-to-day administration of approximately 125 of these 450 UK DB Schemes and also provides administration services to approximately 40 UK DC Schemes on behalf of their respective trustees. Clients of the Xafinity Pensions Advisory and Administration Business range from pension schemes with less than £20 million in assets through to multi-billion pound pension funds. Fees are charged either on a time and materials or fixed-fee basis for an agreed scope of work.

Xafinity's Pensions Advisory and Administration Business represents the largest part of the Group, accounting for approximately 82 per cent of the Group's revenues for the year ended 31 March 2017 at £42.8 million.

(b) Defined Contribution Platform, ''National Pension Trust''

Xafinity administers, advises and acts as investment consultant to its defined contribution Master Trust platform called the National Pension Trust. Master Trusts allow multiple employers to provide their employees with DC pension benefits through a single trust. This enables employers to provide their employees with access to a centrally-governed pension scheme which benefits from the economies of scale associated with larger arrangements and the governance of trust-based arrangements. The Xafinity Directors believe that the UK DC market presents opportunities for growth through NPT given the increasing popularity of Master Trusts and the desire to offer pension scheme members access to the flexibilities introduced by the Government in April 2015 under its Freedom and Choice agenda.

Xafinity's NPT was one of the first Master Trusts to offer the full Freedom and Choice capability and is one of very few Master Trusts to be authorised under the Pension Regulator's Master Trust Assurance Framework and hold both the Pensions and Lifetime Savings Association's Pension Quality and Retirement Quality Mark. These accreditations are an important factor in the decision making process of employers and trustees when selecting suppliers of Master Trusts. The NPT platform currently covers approximately 110 participating employers with approximately 28,000 members and £320 million of assets.

NPT accounted for approximately one per cent of the Group's revenues for the year ended 31 March 2017 at £0.68 million.

(c) SSAS and SIPP Business

Xafinity provides, operates and administers Small Self-Administered Schemes (''SSAS'') and Self-Invested Personal Pensions (''SIPP'') for small groups of members or individual members, respectively. This business covers approximately 5,000 scheme members with defined contribution assets in excess of £1.9 billion.

Xafinity's SSAS and SIPP Business accounted for just over 9.5 per cent of the Group's revenues for the year ended 31 March 2017 at £4.97 million.

Non-core businesses

In addition to its core businesses, Xafinity currently has two non-core businesses:

* the Group's HR trustees business, which acts as professional trustee to a wide range and number of trust-based occupational pension schemes, which services approximately 100 UK occupational pension schemes and accounted for approximately five per cent of the Group's revenues for the year ended 31 March 2017 at £2.55 million; and
* the Group's healthcare consulting business, which provides consulting services to companies in relation to the healthcare benefits they provide to employees. Xafinity receives commission in respect of certain group private medical insurance arrangements. The level of commission received reflects the underlying level of renewals for the members of the arrangements. Xafinity's healthcare consulting business accounted for approximately two per cent of the Group's revenues for the financial year ended 31 March 2017 at £1.03 million.

The HR Trustees business described above is proposed to be sold to PS Topco pursuant to the Disposal, as described in Part 7 (Letter from the Chairman of Xafinity plc) and Part 8 (Terms and Conditions of the Acquisition).

4 The UK Defined Benefit market – overview, Xafinity's services and recent trends

Market overview

DB schemes provide a retirement income to members based on a formula, with the level of benefits typically being dependent on length of service in the scheme and a member's salary. DB schemes are operated as a trust and are therefore separate legal entities to their sponsoring employer. Each DB scheme is governed by an individual board of pension trustees, with the trustees responsible for the investment of the scheme's assets and the administration of the scheme's benefits (Sources: Pensions Advisory Service, Pensions Regulator Guidance).

There are currently more than 6,000 UK DB Schemes, of which 64 per cent remain open to future benefit accrual, with aggregate liabilities of approximately £1.8 trillion (Sources: Financial Times, The Actuary, Purple Book 2015, GS L&G). There are 11 million members of DB schemes in the UK private sector, of which 60 per cent have yet to retire and draw an income from their scheme (Sources: Telegraph, Purple Book 2015). The aggregate fee market in the area of providing advisory services to DB pension scheme trustees and corporate sponsors was estimated to be approximately £1.9 billion in 2016 (Source: Market Financial Reports).

Due to the growing costs and risks of running such schemes, most UK DB Schemes are now closed to new entrants and the number that have closed to future accrual is increasing. Nevertheless, liabilities in respect of UK DB Schemes are expected to take a long time to ''run off'' given that the majority of members of such schemes are yet to begin drawing a pension, and the life expectancy of a member in their early forties today is typically over 40 more years (Source: Purple Book 2015). Based on aggregate data for all DB schemes in the UK private sector, payments out of schemes to members are expected to rise between now until beyond 2040, and due to the ''unwinding of the discount rate'', the present value of scheme liabilities is also expected to rise for each of the next 10 – 20 years. The Xafinity Directors believe that the services required by scheme trustees will therefore continue to be required for a long time.

The long-term nature and complexity of pension schemes also means that there is a high degree of client loyalty within the industry, particularly for compliance services.

Regulatory change

DB schemes operate in a complex and highly regulated environment. Historically, UK governments have made frequent changes to UK pensions legislation and the pensions tax environment. Each time a change is made, pension trustees require advice on the potential implications for their scheme, and frequently additional work or projects are required to, for example, upgrade their own administration systems or to assist in communicating changes to members (Sources: Pensions Regulator Guidance, Pensions Advisory Service, Market Financial Reports, Deloitte Guide, PruAdviser).

DB pension deficits

The only way for a company to exit its DB pension scheme, other than through insolvency, is to fully insure all of the liabilities through an insurance policy (''a buy-out policy''). The aggregate deficit on a full buy-out basis across all UK private sector DB Schemes in 2016 was around £0.8 trillion (Source: Purple Book 2016).

Despite around £120 billion of deficit contributions being paid into pension schemes over the last ten years, and the impact of nine years of equity market expansion, the size of the aggregate deficit has increased (Sources: Purple Book 2016, Purple Book 2015). As deficits have increased, the expected time to correct these deficits has increased (Source: Pensions Regulator Guidance). Between 2013 and 2016, 56 per cent of UK DB Schemes had an increase in recovery period (the period until the deficit is expected to be funded on its statutory funding objective) despite the elapse of three years which should have served to reduce the average recovery period (Sources: Pensions Regulator Guidance, Purple Book 2016). In 63 per cent of these cases, the increase in the recovery period was greater than three years.

The increase in liabilities and hence deficits is due, in a large part, to reductions in long-term interest rates. Whilst interest rates are expected to rise over the coming years, these increases are already priced into the market expectations and factored into UK DB Scheme valuations (Sources: Financial Times, Aon Hewitt Survey).

The Xafinity Directors therefore believe that DB Schemes represent a significant challenge for UK companies, but that this presents opportunities for pensions de-risking specialists such as Xafinity, in particular with regard to advisory work to scheme trustees and sponsors on the effective implementation of de-risking and liability management strategies (Sources: Financial Times, Aon Hewitt Survey).

''De-risking'' advisory work

Conventional means of funding a deficit (paying deficit contributions) have not resulted in a reduction of UK DB Scheme deficits. In addition, as well as a basic funding target required under the legislative scheme funding requirements, an increasing number of UK DB Schemes now have a secondary target which is often to be ''self-sufficient'' (i.e. not requiring further sponsor support but being run on in the long term) (Source: Aon Hewitt Survey).

As a result, in recent years, a key trend in the UK DB Scheme market has been the increased appetite of scheme trustees and sponsors to consider and implement de-risking or liability management strategies with a view to managing costs and risks associated with UK DB Schemes. Such strategies include the closure of UK DB Schemes to new entrants and, in many cases, to future accruals, the implementation of investment strategies that hedge interest rate or inflation risk (including purchasing as a scheme asset a bulk annuity contract in respect of part of the UK DB Scheme's liabilities), providing members with options to amend the form of their pension benefit, and the use of trivial commutation whereby a member can exchange small pensions for lump sums as they approach retirement or during retirement.

The UK Survey Findings of the Global Pension Risk Survey 2015 published recently by Aon Hewitt indicates only a small minority of schemes that participated in the survey had implemented certain liability management exercises to date. However, over the two years following the survey, on average, 15 per cent of schemes indicated that they are ''very likely'' to implement these liability management exercises. A further 27 per cent of schemes which participated in the survey indicated that they are ''somewhat likely'' to implement these liability management exercises. This suggests that there may potentially be more than twice as much liability management in the next two years compared to the whole period to date (Source: Aon Hewitt Survey).

The Xafinity Directors therefore believe there will be an increase in liability management and de-risking activity which, combined with a continuation of the required ongoing compliance work, should lead to growth in the market for pensions advisory services. Over the last three years, Xafinity has invested to broaden the range of de-risking services it provides to its clients as well as the means of delivery of ongoing compliance services.

Investment advisory services

Overview of Xafinity's services

Xafinity provides advisory services to pension trustees in the following key areas which frequently overlap:

* actuarial advice is provided to address the adequacy of a DB scheme's assets to meet its long-term benefit obligations, and to assess the level of additional funding that is required from the sponsoring employer should there be a shortfall between the assets and these liabilities;
* investment advice is provided regarding matters such as the appropriate split between asset classes, the suitability of different hedging options, and the selection of fund managers to manage the assets on a day-to-day basis; and
* wider pensions consulting advice in relation to the other aspects of the operation of DB pension schemes, such as member communication and risk benefits.

Xafinity's clients typically require certain compliance services annually, which are delivered to a statutory timetable. These include:

* the preparation of the scheme's annual report and accounts;
* the preparation of an annual funding update by the Scheme Actuary, assessing the financial health of the scheme;
* the production of member benefit statements, providing members with personalised information about their benefits in the scheme; and
* the production of the sponsoring employer's disclosures in respect of pensions for their statutory accounts.

Xafinity will facilitate and attend regular trustee meetings at which all aspects of the governance of a DB scheme will be discussed. For a typical Xafinity client, these meetings are quarterly. Xafinity will prepare meeting packs, prepare analysis on topical issues or regulatory changes affecting the scheme, and may provide secretarial services.

Where Xafinity is the scheme's administrator, a year-round service is provided to ensure that the correct benefits are paid to scheme members at the correct time. Regular tasks involve the calculation of benefit payments to members and liaison with payroll; processing member life events such as deaths, leavers from employment, retirements and transfers; updating administrative records; and answering members' queries. Such administration is complex and requires the use of Xafinity's specialist pension administrators.

Trustees of UK DB Schemes are required by law to perform a formal triennial actuarial valuation of the scheme. This is a complex exercise requiring detailed actuarial calculations, and frequently a negotiation between the trustees and the sponsoring employer regarding the level of cash contributions to be paid to the scheme at the conclusion of the valuation. Xafinity provides support to the trustees and carries out the calculations required throughout the process.

Xafinity also provides advice on the risks associated with the funding of schemes and the investment of the DB scheme's assets. This will typically be on an ongoing basis, with Xafinity providing advice on the regular oversight of a scheme's portfolio, with more detailed advice around the time of the triennial actuarial valuation.

Finally, Xafinity also provides certain services to the sponsoring employer (or corporate group) associated with the DB Scheme.

Xafinity's services are typically provided on the basis of an open-ended engagement with clients. The recurring nature of the services provided, and the fact that such activity is required in all wider macro-economic circumstances, means that a large part of Xafinity's revenues are predictable in nature.

Regulatory changes can lead to additional work and revenues for Xafinity either through ''one-off advice'' projects for clients or additional services being required on an ongoing basis to the extent that there is an increase in the ongoing compliance requirements of schemes. Although less predictable, the Xafinity Directors believe it is likely that there will be regular regulatory changes occurring in the future.

The implementation of de-risking strategies by DB scheme trustees typically leads to additional revenue generating services being required from Xafinity and does not impact on the fees earned for the compliance services it provides in respect of the three year cycle. Following de-risking activities as described above, the DB pension scheme will remain on the company balance sheet, unless the relevant scheme is subject to a full buy out (which in Xafinity's experience has been rare), and a requirement for advisory and administration services to the scheme therefore persists. Xafinity has completed over 80 de-risking projects for clients and the Xafinity Directors believe that the demand for such projects will increase as trustees continue to seek de-risking solutions.

5 The UK Defined Contribution Market – overview, Xafinity's services and recent trends

Market overview and recent trends

UK DC Schemes are operated either under trust or as a contract-based arrangement through an insurer such as a stakeholder scheme or a group personal pension (Sources: Pensions Regulator Guidance, Pensions Advisory Service). Trust-based arrangements are either individual standalone arrangements set up by employers to be their own DC pension scheme, or are a ''Master Trust'' where there is a common administration and investment platform that multiple employers share enabling them to benefit from economies of scale (Source: PruAdviser). Contract-based arrangements are provided by insurance companies as platforms for companies to offer DC pension provision to their employees (Source: Pensions Advisory Service).

There are currently approximately 35,000 UK workplace DC Schemes with AUM of approximately £380 billion (Sources: Pensions Regulator Guidance, Pensions Policy Institute). Total contributions into UK DC Schemes during the period of 2012 to 2016 increased from £2.1 billion per annum to £3.6 billion per annum as a result of the continued closure of UK DB Schemes, the introduction of ''auto enrolment'' requirements and the popularity of UK DC Schemes among private sector employers (Sources: Pensions Regulator Guidance, Now Pensions). The Pensions Policy Institute estimates that the value of assets in these UK DC Schemes could grow to over £600 billion by 2030 (Sources: Pensions Regulator Guidance, Pensions Policy Institute).

Fees for the administration of such arrangements can vary but are commonly determined on an AUM basis for Master Trusts or contract-based arrangements (Source: Pensions Authority). The average annual management charge in the industry is around 0.5 per cent, which gives an estimated total fee market of approximately £2 billion per annum (Source: PLSA).

Historically, DC schemes operated in a simple manner. The majority of members invested contributions made by them or their employer until their retirement, at which point they were required to purchase an annuity (Source: Pensions Regulator Guidance). In April 2015, UK pension regulations were fundamentally changed such that pension scheme members are no longer required to purchase an annuity upon retirement, providing additional flexibility as to how individuals may use their DC pension pots (''Freedom and Choice''). Members are now able to leave their funds invested, to draw on them as they wish from time to time (Source: Deloitte Guide).

In order to provide members with access to the flexibilities to which Freedom and Choice gives rise, the trustees and sponsor employers of UK DC schemes may either upgrade their existing arrangements, which has an up-front cost and also an increased ongoing administration burden, or they can link or transfer their scheme to one that has been upgraded to provide Freedom and Choice flexibilities. This is leading to an increasing popularity of Master Trusts, which provide such flexibility, as the preferred solution for UK DC Schemes.

Overview of Xafinity's services

Xafinity provides consultancy and administration services to the trustees and sponsors of individual trust-based DC schemes. It also provides a Master Trust, NPT, for employers. Xafinity administers NPT and provides investment advice and consultancy support to the scheme.

NPT currently has AUM of approximately £320 million, generating fees of approximately £0.6 million per annum. This currently represents a small share of the market of approximately £380 billion AUM of UK DC Schemes (Sources: Pensions Regulator, Pensions Policy Institute).

Xafinity's NPT offers members access to the full range of flexibilities enabled by Freedom and Choice. Xafinity's NPT was one of the first Master Trusts to offer the full Freedom and Choice capability and is one of very few Master Trusts to be authorised under the Pension Regulator's Master Trust Assurance Framework and hold both the Pensions and Lifetime Savings Association's Pension Quality and Retirement Quality Mark (Sources: Pensions Regulator Guidance, PLSA). These accreditations are an important factor in the decision making processes of trustees and employers when selecting suppliers of such services. As a result, the Xafinity Directors anticipate that Xafinity, through its NPT offering, is well positioned to benefit from increased use of Master Trusts, and the consequent opportunity to grow significantly its level of assets under management.

6 Xafinity's other markets and services

SSAS and SIPP Business

A SSAS is an occupational pension scheme with no more than 11 members at any time and is usually established by an employer for the benefit of some or all of its key employees. They are typically best suited to privately owned limited companies where the shares are mainly or wholly owned by directors employed in that business. All members of the SSAS are required to be trustees in the scheme in order to benefit from certain exemptions of the Pensions Act 1995 (as amended by the Pensions Act 2004).

A SIPP is a type of personal pension plan which allows an individual to make their own investment decisions or to formulate their investment strategy in conjunction with their pension adviser. A SIPP allows investments in a wide range of instruments, including unit trusts, open-ended investment companies and investment trusts, stocks and shares in the UK and overseas and commercial property, and therefore offers greater investment flexibility than traditional occupational and personal pensions. The SIPP market has grown significantly in the past decade, driven by the shift towards defined contribution arrangements, a growing awareness of pensions generally, advances in technology and online financial tools, and the desire by individuals to take personal ownership over their own retirement provisions. This had led to rapid growth in the number of SIPP providers that exist in the market, which has in turn led to much stronger regulation and, more recently, market consolidation.

Xafinity provides SSAS and SIPP products and services, including administration of such products. Distribution is almost exclusively conducted via regulated independent financial advisers. Both SSASs and SIPPs allow investment flexibility and that makes them attractive to individuals who desire personal control over their pension investment. For example, both allow direct investment in commercial property. Both SSASs and SIPPs also allow for the full flexibilities brought about by Freedom and Choice. Xafinity is primarily positioned at the ''full-service'', more bespoke end of SIPP products where product flexibility and personal service allows it to charge premium fees and to build long-term relationships.

HR Trustees Business

Healthcare Consulting Business

The Group's Healthcare Consulting Business provides consulting services to companies in relation to the healthcare benefits they provide to employees. Xafinity also receives commission in respect of certain group private medical insurance arrangements. The level of commission received reflects the underlying level of renewals for the members of the arrangements.

7 Competitive environment

Xafinity operates in a competitive environment, and competes with other providers of advisory and administrative services, which can be categorised as follows:

UK Defined Benefit pension schemes

The overall market for trustee and administrative services to UK DB Schemes can be segmented broadly into the following three categories:

* the ''big three'', namely Willis Towers Watson, Mercer and Aon Hewitt (the ''Global Consultancies''). The employee benefits divisions of the Global Consultancies primarily target the largest corporates and pension schemes, although (in each case) their client base may include mid-sized and smaller pension schemes;
* the mid-market. In addition to Xafinity, this segment of the market includes Lane, Clark & Peacock, Barnett Waddingham, Hymans Robertson, First Actuarial and Punter Southall (all privately owned, subject in the case of those parts of Punter Southall's business that are subject to the Acquisition, to Completion) and divisions of Jardine Lloyd Thompson Group, Capita and Conduent Inc (formerly Buck Consultants). The average size of pension scheme that this segment typically advises is smaller than for the Global Consultancies; and
* the smaller regional market. This segment of the market includes firms such as Premier Pensions Management, Spence & Partners, Quantum Actuarial, HS Admin Services and Saul Pension.

Certain large professional services firms, primarily PricewaterhouseCoopers, KPMG and Deloitte, also operate in this market and compete with the Global Consultancies and the midmarket firms, tending to focus more on advising corporates.

A feature of the DB consulting market is relatively high barriers to entry; other than First Actuarial in 2004, which was the smallest mid-market firm by revenue in 2015, no new provider has entered the mid-market since Punter Southall was established in 1988. The increasing complexity of pension regulation in the UK since then has required firms to increase their breadth and depth of service offerings, including through the use of new technologies. This has posed challenges for prospective new entrants to the mid-market segment, including existing smaller regional firms, which are typically unable to offer the same breadth of service to their clients, relying on regular scheduled work and participating less in higher margin project work, such as de-risking projects.

Xafinity operates in the mid-market and competes primarily with other firms in this segment. However, the Group also regularly competes with the Global Consultancies, accounting firms and smaller regional players and sees opportunities to win business from providers in these segments.

The following chart compares the revenues of firms in these three segments during their 2015 financial year:

Note: The information in this table is sourced from company accounts, PensionsWorld, and MandateWire. This analysis does not include advisory services provided by PricewaterhouseCoopers, Deloitte, KPMG and Ernst & Young due to a lack of segmental information; data was also unavailable for 5-10 regional companies. For the purposes of this chart, the market is defined as trustee actuarial and administration services.

The market for pension trustee and administrative services to UK DB Schemes is characterised by strong, embedded relationships, which give the incumbent provider a significant competitive advantage for scheduled work and, to a lesser extent, project work, such as scheme de-risking projects.

Xafinity estimates that its current share of the overall market for trustee and administrative services to UK DB Schemes is between 3 and 4 per cent, representing between 7 and 9 per cent of the total mid-market for these services. Given the Group's ability to develop long-standing client relationships, the high levels of client satisfaction it continues to enjoy and the broad range of de-risking services it has developed, the Xafinity Directors believe that the Company is well placed to consolidate and grow its position in the UK DB market.

UK Defined Contribution pension schemes

The majority of UK DC Schemes do not currently offer access to the flexibilities introduced by Freedom and Choice. Xafinity's focus in this market is on NPT, which does offer full access to these flexibilities.

Of the £380 billion invested in UK DC Schemes, only approximately £8.5 billion is invested in Master Trusts. The Xafinity Directors believe that there will be a material shift over time into Master Trust schemes as a solution to the challenges posed to traditional schemes by Freedom and Choice.

There are currently 84 Master Trusts in the United Kingdom. To date, only a limited number of Master Trusts have sought to be on the Pension Regulator's ''Master Trust Assurance'' list alongside gaining the Pension and Lifetime Association's Pension Quality Mark Ready and Retirement Quality Mark Ready accreditations. With the new Master Trust Authorisation Regulations due in 2018, and with increased provider requirements for Master Trust authorisation, some consolidation may be forthcoming within the Master Trust market. Master Trusts that do seek authorisation, including Xafinity's NPT, may also benefit from proposed changes, under consultation from the Department of Work and Pensions, relating to nonconsent bulk transfers. These changes are intended to make non-consent bulk transfers for DC Schemes easier for trustees, and less expensive, provided the Master Trust is authorised under the proposed 2018 regulations.

Xafinity's NPT was one of the first Master Trusts to offer the full Freedom and Choice capability. It is one of very few Master Trusts to be authorised under the Pension Regulator's Master Trust Assurance Framework and hold both the Pensions and Lifetime Savings Association's Pension Quality and Retirement Quality Mark. These accreditations are an important factor in the decision making process of employers and trustees when selecting suppliers of Master Trusts.

Many scheme members may wish to transfer their pension benefits from their existing pension scheme which does not offer Freedom and Choice flexibilities to a different pension scheme which does if they wish to access the new flexibilities. As Xafinity's NPT offers the full range of retirement flexibilities made available by Freedom and Choice, the Xafinity Directors believe that NPT is positioned to achieve significant growth in the coming years as employers offer it to their employees as their 'employer branded' de-cumulation vehicle. Alternatively, employers may seek to use NPT as their main arrangement for both accumulation and de-cumulation.

SSAS and SIPP Services

The SSAS market is mature and the complex and bespoke nature of the product has led to material consolidation of providers over the past several years. Xafinity has itself participated in the acquisition of a number of competitors in the industry and expects to continue to do so when opportunities arise.

Regulatory oversight of the SIPP market has increased in recent years with a number of FCA reviews and the imposition of tougher capital adequacy requirements. The number of SIPP providers taking on new clients has declined from 99 firms in the first quarter of 2015 to 75 firms in the second quarter of 2016. Xafinity's focus on technical expertise and compliance and its strong product offering has enabled it to continue its growth and expansion in this new and evolving environment.

While the broader SIPP market is very competitive, the Xafinity Directors believe that Xafinity is well placed to grow its business in the ''full-service'' SIPP market.

HR Trustees Business

The HR Trustees business is proposed to be sold to PS Topco pursuant to the Disposal, as described in Part 7 (Letter from the Chairman of Xafinity plc) and Part 8 (Terms and Conditions of the Acquisition).

Healthcare Consulting Business

The Global Consultancies and a number of other specialist firms operate and compete with Xafinity in the healthcare consulting market.

8 Key strengths

The Xafinity Directors believe that Xafinity has the following key strengths:

Highly predictable and recurring revenues in a regulated market

Xafinity provides technically complex and critical services to its clients in a regulated market which continues to evolve. The nature of its core advisory and administration services are regular and supplemented by periodic projects throughout the triennial cycle of a UK DB Scheme. This, combined with the Group's long-standing client relationships, has contributed to highly predictable and recurring revenues. Xafinity has calculated that approximately 82 per cent of the Group's revenue represented ''recurring'' revenue, with a further 17 per cent assessed to be repeatable in nature. (For these purposes, Xafinity treats revenue as ''recurring'' if it was received from a client that had been billed every month consecutively for the previous 24 months over the period to 30 November 2015.)

Non-cyclical earnings

Xafinity's core services are compliance driven, to a statutory timetable, and are therefore noncyclical in nature. The Xafinity Directors believe that demand for Xafinity's services remains strong in times of economic downturn and may even increase, as the financial position of UK DB Schemes tends to deteriorate in such climates, resulting in an increased need for advice. The evolving nature of the UK pensions environment and frequent introduction of new regulations also generates an increasing demand for the services of pensions advisory firms such as Xafinity.

Xafinity's pensions advisory and administration business billings are typically directed at either the trustees of pension funds, and are paid out of the assets of that fund, or the relevant sponsor company, which company could, if necessary and appropriate, seek payment from the assets of the relevant fund. Consequently, Xafinity benefits from minimal bad debts in relation to its core activities.

Capital light, with a strong track record of profitable revenue growth and cash generation

Xafinity has delivered year on year organic revenue growth, through a range of macroeconomic conditions, for the past 10 years. The Group has delivered over five per cent revenue CAGR during the four year period to 31 March 2017.

The Company has exhibited consistent Adjusted EBITDA growth and, as a result of an improved utilisation of staff, alignment of reporting functions and the introduction of process automation through investment in IT, margins of over 30 per cent have been achieved in the financial years ended 31 March 2015, 31 March 2016 and 31 March 2017.

Xafinity operates a capital light and low working capital business model. The Group has a positive working capital cycle with minimal creditors at each period end. Owing to the largely recurring nature of its fees and monthly invoicing, Xafinity benefits from highly predictable revenues, strong cash generation and Adjusted EBITDA cash conversion has averaged 88.7 per cent in the financial years ended 31 March 2015, 31 March 2016 and 31 March 2017.

Long-standing client relationships and a diversified client base

Through consistently providing high quality professional services to clients in an efficient manner that best serves their needs, Xafinity has developed long-standing relationships with its clients. In terms of existing clients, 16 of Xafinity's 20 largest clients by revenue have been clients of the Group for over 10 years. Senior management regularly review client relationships and the Group undertakes a regular client satisfaction survey of its pensions advisory and administration clients, the results of which are reviewed carefully by the Board and show a high level of client satisfaction with Xafinity.

The Group has more than 550 pension scheme clients ranging in size from schemes with under £20 million in assets to schemes with over £2 billion in assets. During the financial year ended 31 March 2017, the Group's top 10 clients accounted for approximately 26.1 per cent of revenue; the next 40 largest clients accounted for approximately 27.8 per cent of revenue; the subsequent 100 largest clients accounted for approximately 23.0 per cent of revenue; and the remaining clients accounted for approximately 23.1 per cent of revenue. Xafinity's largest client, which has been a client for 10 years, accounted, for approximately 5.2 per cent of the Group's revenue during the year to 31 March 2017. Xafinity therefore has a diversified client base and its revenues are not dependent on a small number of contracts.

Experienced and dynamic management team

Xafinity's executive management team is relatively young by industry standards, but is highly experienced. The Group's Co-Chief Executive Officers, Ben Bramhall and Paul Cuff, trained together at Punter Southall before working as a team at KPMG. At KPMG, they were part of the senior team that oversaw growth in the London pensions practice from a team of around 20 people in 2004 to around 150 people in 2016. Prior to joining Xafinity, Paul was an equity partner at KPMG for 8 years, and most recently was the head of the London pensions practice.

Ben Bramhall and Paul Cuff have extensive experience of UK pensions advisory work, with 18 and 19 years in the industry, respectively, and, in particular, de-risking, which represents a key area of focus for Xafinity. This combined with their track records of growing businesses and strong reputations in the UK pensions industry will help Xafinity to attract new clients, continue to develop its service offering and create innovative new products for the benefit of its clients.

Ben and Paul are supported by the Head of Pensions, Jonathan Bernstein. Jonathan was previously the Chief Actuary at Mercer, UK.

Strong employee culture

Xafinity places emphasis on retaining and rewarding high quality, motivated employees to create an environment that maximises retention. In order to achieve this, Xafinity:

* invests in staff training programmes and encourages employees to secure professional qualifications, providing financial and other support in this endeavour;
* provides for senior employees to participate in the benefits of share ownership of the Group through the Share Plans;
* operates a discretionary bonus arrangement for all staff under which payments are related to both Group and individual performance; and
* provides business and technical training related to the output of the professional development review process.

This emphasis has resulted in a low turnover of client facing staff, and has created a culture in which the overall success of the business is rewarded. It has also enabled Xafinity to build an experienced, skilled and knowledgeable senior team to implement the strategy of the Group to attract and retain business from clients.

Well placed in a growing market for DB services

The liabilities of private sector UK DB Schemes are approximately £1.8 trillion and, while most UK DB Schemes are now closed to new entrants, the Xafinity Directors anticipate that the value of assets held by these schemes and the magnitude of their liabilities, and in many cases deficits, will continue to grow for the next 10 – 20 years. The Xafinity Directors consider that, against this backdrop, there will be an increasing market for de-risking services as employers and trustees seek to pro-actively manage pensions cost and risk. This is observable as a trend in the growth of the DB fee market from approximately £1.4 billion to approximately £1.9 billion between 2010 and 2016. On this basis, the Xafinity Directors consider that the market for the services provided to DB clients is growing, providing opportunities for Xafinity to continue to grow revenues in its core advisory business.

Well-invested, scalable and modern proprietary infrastructure and offices across the UK

Xafinity operates a flexible approach to develop client propositions and infrastructure in response to changes in the pensions market. Investments in these areas have tended to involve low capital expenditure, but have contributed significantly to the Group's service offering and ongoing efficiency of its operating model. Four examples of this are:

* following the announcement of Freedom and Choice in July 2014, the Company created a dedicated team known as the Xafinity Centre of Excellence to manage the administration of trivial commutations of defined benefit entitlements to cash lump sums. The creation of this specialised team to undertake tasks common to a substantial number of clients, using bespoke software and processes designed specifically for this purpose, has helped drive efficiency and deliver higher margins for the provision of certain types of services, whilst providing high levels of client service for competitive fees;
* Xafinity has developed proprietary software for the provision of actuarial and investment advice to clients, called ''Radar''. Radar helps clients understand more easily the benefits of taking certain de-risking actions from time to time. The goal of the software is to provide a client-friendly resource that also encourages the commissioning of de-risking projects in the future;
* Xafinity has developed an online system known as XafinityInsure. This system calculates and tracks on a daily basis the cost of purchasing a bulk annuity policy. By identifying particularly good pricing opportunities, this system increases the likelihood that clients

will be able to transact at an affordable cost. The Xafinity Directors believe that this technology is an important differentiator for Xafinity when in discussion with clients and potential clients about its ability to implement de-risking projects successfully; and

* Xafinity has also developed an online document repository for use by pension schemes. This online system enables trustee meetings to be run in a ''paperless'' manner, increasing the efficiency of those meetings and reducing Xafinity's printing costs.

The Group's network of offices in Reading, Leeds, Stirling, Belfast, London and Manchester provide it with access to staff, expertise and clients in geographic locations across the UK, and contributes to improved efficiency, the provision of high-quality, often localised client service, and the continued development of close working relationships with clients of the Group. More than 90 per cent of employees are based outside London, with staff being rewarded for Group-wide performance, which encourages offices to work closely together towards successfully achieving the Group's strategy.

Favourable competitive landscape

The employee benefits consultancies that are part of the Global Consultancies that Xafinity competes with are non-core parts of much larger organisations. This is also true of some of Xafinity's mid-market competitors. The Xafinity Directors believe that a highly motivated midmarket firm can gain market share by:

* providing a better service than the Global Consultancies for a lower cost. The charge out rates of the Global Consultancies are typically higher than those of mid-market firms, including Xafinity. At the mid-size pension schemes, being those with assets of the order of £100 million to £300 million, there is an increasing market perception that the level of service from the Global Consultancies is not commensurate with the costs incurred, and the Xafinity Directors believe that there will increasingly be a shift of clients from the Global Consultancies into the mid-market. Given its existing platform in the mid-tier, Xafinity is well placed to benefit from such a shift; and
* being more innovative and quicker to market with new propositions than its competitors. Xafinity has a strong track record in this regard, in particular around de-risking through trivial commutation, the development of XafinityInsure and other innovations. Xafinity has the required scale to be able to invest in new propositions, but equally is small enough to make and implement strategic decisions quickly. This is in contrast to the Global Consultancies for which pensions may be a non-core part of a wider group.

Market leading offering in the DC space, with strong growth potential

Freedom and Choice has given rise to something of a revolution in the DC market. The Xafinity Directors believe that there is potential for significant growth in the Master Trust business as UK DC Schemes that are unable to offer their members access to the new flexibilities move to a Master Trust environment.

NPT is one of the leading accredited Master Trusts in the market. At present it makes a small contribution to Xafinity's revenues equating to around one per cent of annual Group revenue. As trustees continue to look for Master Trust solutions, the Xafinity Directors believe that there is scope for this to grow materially, and Xafinity will continue to invest in the development and marketing of NPT as an ideal solution in the DC market.

9 Strategy

The Group is committed to its continued and sustainable growth by focusing on its core areas of business and further investing in its services and people. Xafinity intends to execute its strategy in the near term through the following:

Developing service offerings

Xafinity has invested heavily in the requisite technology and infrastructure to provide a holistic range of services and solutions to help its pension scheme clients manage the challenges and risks they face in the current economic and regulatory environment. Xafinity will continue to develop its technology, infrastructure and services and aims to become a recognised leader of pensions consulting and de-risking solutions.

Pursuing revenue growth opportunities with its existing client base

The Xafinity Directors believe that there is a significant opportunity to expand on the high quality, long-standing relationships which Xafinity has established with its existing clients.

At present, the full breadth of Xafinity's service offerings, comprising actuarial, investment, administration and wider pensions advice (including de-risking services), is only provided to a minority of its client base, with most clients using only some of Xafinity's service offerings. The Xafinity Directors believe that by cross-selling Xafinity services to existing clients, Xafinity can significantly grow its revenues.

In particular, the Xafinity Directors believe that there will be an increase in the level of de-risking activity which will lead to a greater demand for Xafinity's de-risking services. Xafinity is well placed to work with its clients on these projects given the investment it has made in the solutions that it is able to provide and its continued commitment to further development of services as client needs evolve. The Xafinity Directors believe that these derisking projects provide a higher ''value add'' to clients and have the potential to enable Xafinity to earn revenue on a higher margin basis.

Growing its client base

Xafinity aims to expand its DB pension scheme advisory and administration client base through the following:

* building on its established experience of working on de-risking projects for existing clients, together with the experience of Ben Bramhall and Paul Cuff, Xafinity will be marketing such expertise to new clients for one-off projects. Xafinity has invested heavily in the requisite technology and infrastructure to provide a holistic range of services including de-risking services, and the Group plans to continue developing its technology and infrastructure to ensure that it is able to attract new clients in this area; and
* targeting new ''full services'' or ''ongoing appointments'' through building relationships with independent trustees, intermediaries or directly with pensions schemes. The Xafinity Directors believe that, with the investment in its holistic service offering, the quality and efficiency of its delivery, Paul Cuff's experience of new business activities and competitive pricing, the Group is well placed to win new appointments.

Optimising the use of Xafinity's NPT platform within the UK DC market

The Xafinity Directors believe that the UK DC market presents opportunities for growth given the increasing popularity of Master Trusts, and the increasing desire to offer pension scheme members access to the flexibilities introduced by the Government in April 2015 under its Freedom and Choice agenda. Xafinity's NPT was one of the first Master Trusts to offer the full Freedom and Choice capability and is one of very few Master Trusts to be authorised under the Pension Regulator's Master Trust Assurance Framework and hold both the Pensions and Lifetime Savings Association's Pension Quality and Retirement Quality Mark. These accreditations are an important factor in the decision making processes of employers and trustees in selecting suppliers of advisory services.

Xafinity intends to leverage its position in the market to increase its revenues by offering NPT as a solution for its clients in a number of ways, including as:

* an employer's main defined contribution arrangement into which contributions are paid or a ''de-cumulation'' vehicle to sit alongside an employer's existing arrangement where the employer's own arrangement does not offer the full range of flexibilities;
* a vehicle to enable trustees of UK DB Schemes to discharge their duties in relation to additional voluntary contributions; and
* a vehicle to receive transfers in respect of individuals who wish to transfer from a client's DB pension scheme.

Since its initial public offering in February 2017, Xafinity has continued to invest in the NPT platform. A new head of NPT has been hired, Dave Hodges, who has 30 years of experience in the DC industry, notably at Zurich where he was closely involved in the growth of a large occupational pensions business.

Pursuing growth through opportunistic market consolidation

The Group has successfully completed and integrated a number of strategic acquisitions, and has successfully administered and integrated books of business that it has acquired. In light of the Group's success in strategic acquisitions, the Xafinity Directors believe that it is well positioned to continue to review the market for further consolidation opportunities.

Improving quality and efficiency through technology and training

Xafinity will continue to improve the quality and efficiency of the services it provides to its clients through investing in technology, staff training and utilising staff more effectively across its network of offices across the UK. For example, by centralising functions where tasks are common across multiple clients or are not ''scheme specific''.

10 Marketing

Xafinity has established brands in the pensions advisory and administration, professional independent pension trustee and SSAS and SIPP sectors which are strengthened through a range of marketing and profile raising activities. The Group's marketing and business development strategies are led by Paul Cuff.

Xafinity supports its brand through a central group marketing function which also coordinates the profile raising activities of the Group including Xafinity representation at industry events, Xafinity-hosted events including webinars, the distribution of newsletters and briefing papers and regular interaction with the pensions industry media.

Marketing and distribution in core markets

Xafinity proactively targets new business opportunities for both ongoing pensions advisory and administration appointments and more one-off de-risking projects, where Xafinity works alongside the incumbent adviser.

Xafinity maintains relationships with independent trustees, independent financial advisers, specialist procurement firms and other professional advisers such as lawyers and accountants as a source of new business. Xafinity's specialist sales team markets directly to potential clients and employees more generally are encouraged to use their wider networks.

The NPT Master Trust is marketed as a separate brand to Xafinity. New clients of this business are targeted through marketing to existing DB and DC clients, as well as directly to potential new clients of the Group, including via intermediaries such as professional advisers.

The HR Trustees business, which is proposed to be sold pursuant to the Disposal, is marketed as a separate brand to Xafinity and there is no cross-over with the wider Xafinity pensions advisory and administration client base.

Xafinity's SIPP products are distributed by regulated financial advisers. Accordingly, marketing activities are focused around targeting these advisors, including through:

* digital advertising via trade press and placement of articles to industry press;
* targeted emails using the Group's CRM database of over 12,000 contacts to deliver branded promotional and technical pensions content (every two to three weeks);
* presentations, conference/seminar stands and webinars are provided; and
* a regionally-based team of four business development managers which establishes and manages face-to-face relationships with key adviser firms.

11 Client base

During the financial year ended 31 March 2017, the Group's top 10 clients accounted for approximately 26.1 per cent of revenue; the next 40 largest clients accounted for approximately 27.8 per cent of revenue; the subsequent 100 largest clients accounted for approximately 23.0 per cent of revenue; and the remaining clients accounted for approximately 23.1 per cent of revenue. Xafinity's largest client, to whom the Group provides pensions actuarial services, has been a client for 10 years. During the year to 31 March 2017, this client accounted for approximately 5.2 per cent of the Group's revenue. Xafinity therefore has a diversified client base and its revenues are not dependent on a small number of contracts.

In terms of fees, during the financial year ended 31 March 2017, approximately 58 per cent of fees charged by the Group were on a time and materials basis, with the balance being charged on a fixed-fee basis.

The Group's clients for each of its principal activities include the following:

Pensions Advisory and Administration Business

Xafinity's Pensions Advisory and Administration Business provides services to trustees or sponsoring companies of approximately 450 UK DB Schemes and approximately 75 UK DC Schemes.

Xafinity's UK DB Scheme clients range in size from schemes with under £20 million in assets to schemes with over £2 billion in assets. The majority of Xafinity's UK DB Scheme clients have assets of less than £500 million. These pension schemes belong to a variety of UK businesses, ranging from small owner-managed businesses, to UK mid-tier businesses, to FTSE 100 companies and UK subsidiaries of multi-national corporations.

DC Platform, NPT

The NPT platform currently covers approximately 110 participating employers with approximately 28,000 members and £320 million of assets.

SSAS and SIPP Business

Xafinity's established SSAS business comprises approximately 1,200 schemes with approximately 2,700 members, holding approximately £1.3 billion of assets.

The growing SIPP business has approximately 2,300 members and approximately £600 million in assets under administration.

HR Trustees Business

The HR Trustees business is proposed to be sold pursuant to the Disposal.

12 Operations, IT and risk management

12.1 Overview of support functions

The support functions within Xafinity consist of:

* Finance;
* Information Technology and security;
* Compliance;
* Risk Management;
* Human Resources; and
* Company Secretarial and Legal.

(a) Finance

Xafinity's Finance Department is responsible for managing and reporting the financial results and financial position of the Group in accordance with statutory and regulatory requirements. It also maintains the financial controls environment of the Group in order to support the production of accurate and timely financial and management information.

The management information that the Finance Department provides to the business includes management accounts, budgets, forecasts and key performance indicators. The Finance Department sets financial policies and procedures and has controls in place to ensure all business expenditure is authorised at the appropriate level of senior management, including a separate policy covering staff expenses.

The Finance Department manages the Group's risk reporting process, described under (d) Risk Management below. Risk reports are produced by each business head quarterly. These are reviewed by Finance, before being consolidated and issued to the Board for review.

Other areas managed by the Finance Department include all transactional accounting, cash management, tax reporting and compliance, bank reporting and covenants, FCA reporting, environmental, social and governance reporting and management of the Group's timesheet and billing systems.

(b) Information Technology and security

Since becoming independent in 2013, Xafinity has benefitted from significant operational investment, including the implementation of new IT systems. In addition, Xafinity has invested in a number of information technology systems, with the view to improving the Group's service offering and operating efficiency.

Management of the Group's IT infrastructure is outsourced to a third-party managed service provider (the ''MSP''). The MSP provides services including helpdesk, hardware support, voice-over IP telephony, email and file services as well as managing the infrastructure for business applications that are installed on the Xafinity infrastructure (meaning those applications that are not hosted or cloud based). Support for business line applications is provided directly by software vendors.

The Group's IT hardware, including servers, storage, switches, user laptops and desktops, is owned by Xafinity but managed and maintained by the MSP. Xafinity retains control over IT strategy, vendor management, change projects and process control.

Networking, internet provision and managed firewall services are provided through a separate service provider, which also provides co-located data centres in London and Woking. Additional space is provided in a third data centre to store point-in-time backups.

Xafinity's IT security involves specialist hardware, software and procedures being applied to the Group's IT infrastructure in order to protect against penetration. Key elements include the managed firewall services and intrusion and detection systems. Applications devised by the Group are developed in accordance with best practice security standards and application hosting is secured with industry standard certificates. Ongoing assurance of the Group's IT systems involves regular penetration of internet facing applications and the Group's IT infrastructure. Suppliers' hosting applications are also asked to supply details of their application and infrastructure penetration testing programmes and results to provide comfort that security protocols are being followed.

(c) Compliance

Xafinity's compliance team is responsible for identifying and assessing the compliance and regulatory risks faced by Xafinity's main trading entities, Xafinity Consulting and SIPP Services. The scope of the team's role includes developing, implementing and monitoring all aspects of compliance with applicable regulations, including:

* Financial Conduct Authority rules and regulations;
* anti-money laundering regulations;
* the Data Protection Act;
* the Bribery Act;
* the Listing Rules; and
* the Transparency Rules.

The Group's Head of Compliance reports to the Board on compliance issues and works closely with senior management of the Group on key regulatory issues. The Group has compliance policies and procedures in place and provides both induction and ongoing training to all staff on compliance related matters.

(d) Risk Management

Risk management within Xafinity has two elements. The first is an assessment of wider risks on the horizon, and in particular political, economic, social and technological risks. The second is a detailed assessment of risks within each business area, which are recorded in a risk log setting out, among other things, details of the identified risks, mitigations and actions taken or to be taken. Risk reports are produced quarterly by each business head. These reports are then filtered to identify significant risks by way of a weighted risk scoring system categorising risks into low, medium, high and very high risks across various metrics. Risks and mitigations are challenged with each office head to ensure consistency and that actions and mitigations are documented. The reports are reviewed by the Finance Department before being consolidated into a quarterly Group report for issue to the Board for its review.

(e) Human Resources (HR)

The HR team is responsible for developing and implementing Xafinity's HR policies and procedures aligned to the Company's objectives and to ensure the Group operates within the legal framework set out by current employment legislation. The team advises senior management, line managers and employees on all matters regarding the employee life cycle at Xafinity. This includes recruitment, performance management, reward and remuneration, culture, employee relations issues, organisational development, people initiatives, health and safety compliance, HR administration and policy development. In addition, the team oversees payroll input and management of a third party outsourced payroll provider. The overarching objective of the HR team is to support the business and management team with HR issues and ensure that employees of the Group feel valued and motivated.

(f) Company Secretarial and Legal

Company secretarial and legal matters are outsourced to a small group of preferred professional advisory firms, as and when necessary by the Group. This process is managed primarily by the Finance Department, working closely with other support functions within the Group.

12.2 Data protection and disaster recovery

(a) Data protection

A number of the Group's entities and individual Scheme Actuaries are registered with the Information Commissioner's Office as data controllers under the Data Protection Act 1998. The Data Protection Act 1998 highlights eight data protection principles which are communicated to all staff in their induction programme and at regular compliance update sessions subsequently. The Group has data protection policies and procedures which are communicated to all staff through regular training and testing and which are available to all staff through the intranet. Xafinity has appropriate organisational measures in place to keep all personal information confidential and secure at all times and to ensure that data subjects can access that information if requested. The Group is also preparing for the implementation of the EU's General Data Protection Regulations which will bring additional requirements around data processing.

(b) Disaster recovery

The Group has disaster recovery plans which detail the actions the Group can execute for the recovery of critical business processes and functions including the relevant authorisation, roles and responsibilities, strategy, tasks, call cascade, incident logs and recovery data directories. The plans are routinely tested.

13 Employees and employee incentivisation

Xafinity had an average number of 443 members of staff for the six months ended 30 September 2017, all of whom are based in the UK. The following table shows the average number of members of staff of the Group (including full time or equivalent, part time and temporary staff members) broken down by business function for the periods to 31 March 2015, 31 March 2016, 31 March 2017, 30 September 2016 and 30 September 2017:

	Number of Employees
	Year ended 31 March 2015	Year ended 31 March 2016	Year ended 31 March 2017	6 months ended 30 September 2016	6 months ended 30 September 2017
Fee-Earners	381	384	384	386	407
Support	21	27	28	28	26
Sales and Marketing	16	17	17	17	10
Total	418	428	429	431	443

Xafinity's staff come from a wide range of backgrounds including actuarial, investment consultancy, administration, accounting and legal. The Group operates an annual graduate recruitment scheme through which it hires university graduates to train them to become qualified actuaries.

Xafinity's people are the key resource for the Group's business and an essential driver for its growth. The Group has invested in developing its people through training and education and actively encouraging individuals to take on client responsibilities. The Group's remuneration philosophy is based on rewarding people for their individual performance and the business' overall performance.

The Company has adopted the Share Plans, which have been approved by the Remuneration Committee and were unanimously approved by all the Xafinity Directors.

The PSP allows the Remuneration Committee to grant Executive Directors and employees the option to acquire Ordinary Shares at nominal value or for no cost. The first awards were made on IPO Admission and took the form of performance shares. The awards will vest on the third anniversary of the date of grant to the extent that performance conditions are met. The maximum value of shares over which a participant may receive an award of performance shares in any financial year may not exceed 150 per cent of his or her basic salary except in exceptional circumstances whereby it may be 200 per cent.

The Sharesave Plan is intended to be a savings related share option plan that satisfies the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003, thus allowing participants to qualify for relief from income tax on the exercise of their share options under normal circumstances. Employees agree to save a fixed amount each month from their net pay. The savings are transferred to a savings carrier. An option is granted over the maximum number of shares that the employee will be able to buy at the exercise price using his savings.

For more information on the Share Plans, see paragraph 9 of Part 22 (Additional Information).

The Group operates a cash bonus scheme for all staff, whereby the Group has discretion to pay cash bonuses to staff based upon a review of their performance and the performance of the Group.

14 Intellectual property

The Group holds a portfolio of registered UK trademarks which protect the names and logos of the Xafinity brand.

While other branding materials, such as logos, colours and designs are not registered, some protection may be afforded by unregistered design rights, unregistered trademarks and copyright. The Group does not own any patents.

The key websites for the Group's brands all have current domain name registrations held by or on behalf of the Group.

Customer databases created internally are owned by the Group.

There are currently no outstanding intellectual property infringement actions involving any member of the Group as defendant.

15 Property

The key offices used in the Group's businesses are located in Reading, Leeds, Stirling, Belfast, London and Manchester. The Group's principal executive offices are located at Phoenix House, 1 Station Hill, Reading, RG1 1NB.

All of the Group's key offices are leased for fixed terms with annual rent payable. In addition to rent, all of the leases require the payment of VAT, insurance rent and service charges.

16 Insurance

The Group maintains insurance policies to protect against losses, including professional indemnity insurance and directors and officers insurance, business interruption insurance, public and employers' liability insurance, general office insurance and property damage insurance.

INFORMATION ON THE TARGET GROUP

1 Introduction

The Target Group represents the pensions actuarial, investment consulting and administration businesses of PS Group. The businesses provide a wide range of advisory and compliance services to trustees or employer sponsors of approximately 486 UK occupational pension schemes. Such schemes operate in a highly regulated environment, and range in size from those with scheme assets of approximately £18 billion to those with scheme assets of less than £10 million.

The descriptions of the size and number of the clients of the Target Group in this Part 14 (Information on the Target Group) include clients of the Pensions Administration Business to which the Target Group is providing implementation work but has not yet commenced providing day-to-day administration services.

The Target Group has approximately 450 employees, with nine offices, which are in Birmingham, Bristol, Chelmsford, Edinburgh, Guildford, London, Newcastle, Wokingham and Perth and give the Target Group the ability to service clients across the UK.

The Target Group enjoys high levels of client loyalty: 70 per cent of the top 40 clients of the Target Group's business (in terms of total client revenue for the 2016 financial year) have been a client for at least 15 years. In relation to the Pensions Administration Business, the majority of the top 10 clients (in terms of revenue for the 2016 financial year) are on longterm contracts, ranging from two to seven year terms.

The Target Group derives its revenues from the provision of services mainly to trustees and employer sponsors of UK occupational pension schemes. For the year ended 31 December 2016, the Target Group reported revenue of £51.0 million and Adjusted EBITDA of £11.0 million.

2 History of the Target Group

PS Group was established in 1988. Two of the founders were Jonathan Punter and Stuart Southall. PS Group was established with the aim of introducing a fresh, competitive presence to what, at the time, was in their view a largely static UK pension services market, and to create an offering that put client service first. This ethos still guides the Target Group's business today.

Since its establishment, PS Group has provided actuarial, investment consulting and administration services. However, in 2002, PS Group strengthened its offering of actuarial administration and investment consulting services with the acquisition of BGJ & Co Limited. BGJ & Co Limited was founded by John Batting and, as a result of the acquisition, the founders of BGJ & Co Limited (including John Batting) joined PS Group.

For many years following the establishment of PS Group, the Target Group operated as a combined business. However, in May 2007, the decision was made to separate PS Group's investment consulting services business into a new specialised FCA-regulated entity, PS Investment Consulting. In July 2015, PS Group's pension administration services business was also then separated into a new entity, PS Administration Limited, to further accelerate the growth of its offering of third-party administration services, particularly to pensions administration-only clients, as opposed to clients of the Target Group's actuarial and investment consulting businesses.

The Directors believe that the Target Group is a well-established and leading mid-market pension services provider.

3 Business overview

The Target Group is a provider of pensions actuarial, investment consulting and administration services to the trustees or employer sponsors of approximately 486 UK occupational pension schemes, with scheme assets ranging from approximately £18 billion to less than £10 million. The Target Group's businesses have approximately 450 employees, with offices in Birmingham, Bristol, Chelmsford, Edinburgh, Guildford, London, Newcastle, Wokingham and Perth.

The Target Group's businesses operate in the UK occupational pension schemes market.

The Target Group's three principal businesses are:

3.1.1 Actuarial Consulting Business

The Target Group's Actuarial Consulting Business provides advisory services, including in respect of actuarial advice, to the trustees or employer sponsors of approximately 425 UK occupational pension schemes. Actuarial advice is provided to address the adequacy of a DB scheme's assets to meet its long-term benefit obligations, and to assess the level of additional funding that is required from the sponsoring employer should there be a shortfall between the assets and these liabilities.

Clients of the Actuarial Consulting Business are the trustees or employer sponsors of UK occupational pension schemes, with scheme assets of up to approximately £12 billion. Fees are charged on either a time and materials or fixed-fee basis for an agreed scope of work.

The Actuarial Consulting Business accounted for approximately 57.6 per cent of the Target Group's revenues for the year ended 31 December 2016 at approximately £29.4 million.

3.1.2 Pensions Administration Business

The Target Group's Pensions Administration Business carries out the day-to-day administration of approximately 200 UK occupational pension schemes which have in aggregate approximately 380,000 scheme members. The Pensions Administration Business provides administration services to both clients of the Target Group's actuarial and investment consulting businesses and other pensions administration-only clients. The services provided to such third party clients accounted for approximately 50 per cent of the Pension Administration Business' revenue for the year ended 31 December 2016.

Regular tasks involve the calculation of benefit payments to members and making pension payments to pensioners; processing member life events such as deaths, leavers from employment, retirements and transfers; updating administrative records; answering members' queries; banking, cash management, preparation of scheme accounts; and providing scheme secretarial services.

Clients of the Pensions Administration Business range in size from 21 members to more than 85,000 members, with scheme assets ranging from £1.3 million to approximately £18 billion. Fees are charged predominantly on a fixed and annually recurring basis. Client agreements are varied in duration. There are fixed, long-term contracts, typically ranging from three to five years, some of which also automatically renew for a further specified period. Some contracts, however, do not have a specified duration, and will continue unless and until terminated on a prescribed period of notice.

The Pensions Administration Business accounted for approximately 37.1 per cent of the Target Group's revenues for the year ended 31 December 2016, at approximately £18.9 million.

3.1.3 Investment Consulting Business

The Target Group's Investment Consulting Business provides investment consulting advisory services to trustees or employer sponsors of over 115 UK occupational pension schemes. Investment advice is provided regarding matters such as the appropriate split between asset classes, the suitability of different hedging options, and the selection of fund managers to manage the assets on a day-to-day basis.

The Investment Consulting Business' appointments relate to pension schemes which range in size from less than £10 million of assets under advice to approximately £4.4 billion. Revenue is generated on a time and materials rate basis or fixed-fee basis for an agreed scope of work, rather than by reference to the value of assets under advice.

The Investment Consulting Business accounted for approximately 5.2 per cent of the Target Group's revenues for the year ended 31 December 2016, at approximately £2.7 million.

4 Competitive environment

The Target Group is a competitor of Xafinity in the UK occupational pension scheme market.

In addition to its competition with the Group, the Target Group competes with the Global Consultancies and other firms in the mid-market segment, including Lane, Clark & Peacock, Barnett Waddingham, Hymans Robertson and First Actuarial, and divisions of Jardine Lloyd Thompson Group, Capita and Conduent Inc (formerly Buck Consultants). In addition, the Target Group also regularly competes with the accounting firms and smaller regional players.

The Target Group's market share is very similar to that of the Group (in relation to which, see paragraph 7 of Part 13 (Information on the Xafinity Group).

5 Key strengths

The Directors believe that the Target Group has the following key strengths:

Established market position within the UK occupational pension scheme market

The Target Group has operated in the occupational pension scheme market for nearly 30 years and, the Directors believe, is considered one of the leading players in the mid-market. This is demonstrated by the fact that the Target Group's Pensions Administration Business regularly competes with the Global Consultancies for administration services and also by the range of clients that the Target Group serves across both the public and private sectors.

The Target Group is led by Jonathan Punter and Stuart Southall, who are both recognised industry-leading figures in actuarial pensions services.

Differentiated third party administration provider

The Target Group's Pensions Administration Business was established as a separate entity in 2015 with the aim of further accelerating the growth of its offering of third-party administration services; particularly to pensions administration-only clients, as distinct from clients of the Target Group's actuarial and investment consulting businesses.

The Target Group's Pensions Administration Business has, as a separate business, been able successfully to tender for the administration of larger schemes where, in many cases, the scheme actuary is one of the Global Consultancies. This has resulted in significant growth in revenue from approximately £14.3 million in 2014 to approximately £18.9 million in 2016, representing growth of approximately 32.6 per cent over the period.

The Target Group's Pensions Administration Business has, in recent years, been consistently recognised as a market leading pensions administration business, having been placed first in the Professional Pensions Survey for client satisfaction in 2017, 2016 and 2013.

Highly predictable and recurring revenues in a regulated market

The Target Group provides technically complex and critical services to its clients in a regulated market which continues to evolve. The nature of its core actuarial consulting and administration services is regular and supplemented by periodic projects throughout the triennial cycle of a UK DB Scheme. This, combined with the Target Group's long-standing client relationships, has contributed to highly predictable and recurring revenues.

Non-cyclical earnings

The Target Group's core services are compliance driven, to a statutory timetable, and are therefore non-cyclical in nature. The Directors believe that demand for the Target Group's services remains strong in times of economic downturn and may even increase, as the financial position of UK DB Schemes tends to deteriorate in such climates, resulting in an increased need for advice. The evolving nature of the UK pensions environment and frequent introduction of new regulations also generates an increasing demand for the services of pensions advisory businesses such as the Target Group.

A strong track record of profitable revenue and EBITDA growth

Since it was founded in 1988, the Target Group has managed to grow its revenue through a variety of initiatives. In recent years, the success of the business model has been demonstrated through the Target Group's growth from a combined revenue of approximately £43.0 million in 2013 to £51.0 million in 2016, representing a compound annual growth rate of 5.5 per cent over the period. The Target Group's EBITDA increased over the same period at a faster pace, with a represented compound annual growth rate of 18.3 per cent from approximately £6.7 million in 2013 to £11.0 million in 2016.

Long-standing client relationships and a diversified client base

The Target Group's top 10 on-going clients (in terms of revenue for the 2016 financial year) accounted for approximately £11.0 million of revenue in the 2016 financial year and, on average, have been clients of the Target Group for 19 years. The Target Group's top 50 ongoing clients (in terms of revenue for the 2016 financial year) accounted for approximately £24.9 million of revenue in the 2016 financial year and, on average, have been clients of the Target Group for 14 years (for which purposes ''ongoing clients'' means those clients who have been a client of the Target Group in 2016 and to whom the Target Group has also provided services in 2017). The Target Group therefore enjoys high levels of client loyalty and revenues which are highly recurring in nature.

The Target Group's client base is well diversified, encompassing both the public and private sectors. In the private sector, the clients belong to a variety of UK businesses, including UK mid-tier businesses, FTSE 100 companies and UK subsidiaries of multi-national corporations operating across a wide range of industries such as engineering, information technology, consulting and healthcare.

Strong leadership by highly experienced management personnel

The Target Group is led by a highly experienced executive management team, comprising, among others, Jonathan Punter (PS Group's Chief Executive Officer), Stuart Southall (Chairman and Principal of the Target Group's Actuarial Consulting Business), John Batting (Chief Executive Officer of the Target Group's Actuarial Consulting Business), Elizabeth Battams (Managing Director of the Target Group's Actuarial Consulting Business), David Watkins (Managing Director of the Target Group's Pensions Administration Business) and Richard Thomas (Chief Executive Officer of the Target Group's Pensions Administration Business).

Jonathan Punter, one of the founders of PS Group, has 39 years of experience in the actuarial profession, with particular expertise in the areas of UK pensions and investment strategy.

Stuart Southall was also one of the founders of PS Group, and has 37 years of experience in the actuarial profession.

John Batting was one of the four founders of BGJ & Co Limited, and has 37 years of experience in the actuarial profession. BGJ & Co Limited was founded in 1993 and then merged with PS Group in 2002.

Elizabeth Battams has 33 years of experience in the actuarial profession.

Richard Thomas and David Watkins have worked in the pensions industry for 18 and 28 years, respectively.

Following Completion, the Enlarged Group will benefit from the Target Group's highly experienced management team. Jonathan Punter and John Batting will join the Board of the Enlarged Group from Completion, and Richard Thomas and David Watkins will continue to lead the Pensions Administration Business. It is currently anticipated that Elizabeth Battams will spend 50 per cent of her working time providing consultancy transitional services pursuant to a senior consultant agreement for a period of 12 months following Completion (unless terminated earlier in accordance with the terms of that agreement) but the days and times for performance of these services are intended to be flexible and to be agreed between PS Topco and Target Holdco.

6 Current trading and prospects

The Target Group's business, in common with the Xafinity Group, enjoys a high proportion of revenue which is recurring or repeatable in nature as well as a stable employee cost base. Since 31 December 2016, the Target Group has continued to trade in line with the expectations of the Target Group's management, with continued revenue growth due to significant new client wins in the Pensions Administration Business.

7 Clients

Revenue of the Target Group is well-diversified across a wide range of clients. During the financial year ended 31 December 2016, the Target Group's top 10 clients accounted for approximately 23 per cent of revenue; the next 10 largest clients accounted for approximately 11 per cent of revenue; the subsequent 30 largest clients accounted for approximately 18 per cent of revenue; with the remaining clients accounting for approximately 48 per cent of revenue. The largest client during that period accounted for less than 10 per cent of revenue of the Target Group. The Target Group therefore has a diversified client base and its revenues are not dependent on a small number of contracts.

The Target Group's business enjoys high levels of client loyalty with 70 per cent of the top 40 clients of the Target Group's business (in terms of total client revenue for the 2016 financial year) having been a client at least 15 years. In relation to the Pensions Administration Business, the majority of the top 10 clients (in terms of revenue for the 2016 financial year) are on long term contracts, ranging from two to seven years.

The Target Group's actuarial, administration and investment consultancy businesses provide pension services to trustees or sponsoring employers of approximately 486 UK occupational pension schemes.

The Target Group's UK occupational pension scheme clients range in size, from those with scheme assets of approximately £18 billion to those with less than £10 million of scheme assets. These pension schemes span both the public and private sectors. In the private sector, the pension schemes belong to a variety of UK businesses, including UK mid-tier businesses, FTSE 100 companies and UK subsidiaries of multi-national corporations.

8 Employees

The Target Group had 413 employees as at 31 December 2016 and 454 employees as at 30 September 2017, all of whom are based in the UK.

The following table shows the number of staff members (including full time or equivalent, part time and temporary staff members) engaged in the Target Group business as at 31 December 2016 and 30 September 2017, respectively:

Business Unit	Headcount as at 31 December 2016
Actuarial	135	131
Investment	10	12
Administration	259	301
Marketing	9	10
Total	413	454

The Target Group's employees come from a range of backgrounds, including actuarial, investment consultancy, administration and accounting. The Target Group operates an annual graduate recruitment scheme through which it hires university graduates who are trained to become qualified actuaries. The Pensions Administration Business hires staff with a range of levels of experience, from school leavers to industry experienced employees.

The Target Group's employees are the key resource for its business and an essential driver for its growth. The Target Group endeavours to support its staff and their professional development by sponsoring employees through their professional qualification studies and supplementing their academic knowledge with both internal and external technical class room training, including soft skills development.

The Target Group's remuneration philosophy has been based on rewarding people for their individual performance, and for the business' overall performance. The Target Group operates a discretionary bonus scheme and a variety of share schemes over shares in PS Topco. The discretionary bonus is available to all employees. The share incentive plan and save-as-youearn scheme are also available to all employees, subject to eligibility. The share option scheme and company share option plan are available only to selected employees at the discretion of the PS Topco directors.

9 Property

The offices used in the Target Group's businesses are located in Birmingham, Bristol, Chelmsford, Edinburgh, Guildford, London, Newcastle, Wokingham and Perth. The Target Group's principal executive offices are located at 11 Strand, London WC2N 5HR.

All of the Target Group's offices are leased for fixed terms with annual rent payable. In addition to rent, all of the leases require the payment of VAT, insurance rent and service charges. With the exception of the Guildford premises, which is leased to Punter Southall Limited, all of the other premises are leased to a non-Target Group entity within PS Group.

Please refer to paragraph 4 of Part 8 (Terms and Conditions of the Acquisition) for a summary of the arrangements to be put in place in connection with the Acquisition with respect to the offices used by the Target Group.

10 Risk management and compliance

PS Group provides an overarching Risk Management Framework consisting of policies, standard methodologies and risk management tools which are comprised in an overall governance framework. This is designed to enable the PS Group to identify all risks that are material to its businesses and their potential impact on the PS Group achieving its strategic objectives. It includes detailed risk appetites for the defined standard risk categories and the framework to support identification of any issues that may result in risks being taken outside of defined appetites. The framework is used to produce quarterly reports to the PS Group Board and individual PS Group business boards detailing known issues and the action plans in place to manage those issues back to within appetite within agreed timescales. In addition, reporting within the PS Group governance structure consider and report on emerging risks that have the potential to impact on the risk exposure of the PS Group and/or the other PS Group businesses.

The Target Group uses the Risk Management Framework to support them to identify and report on risks that are relevant to their operations. This includes taking into account the risk appetites set out at the PS Group level and applying business level sub-appetites, where appropriate, which are then translated into applicable business level policies and procedures. The Target Group's businesses produce quarterly reports at business level, detailing known issues and the action plans in place to manage them back to within appetite within agreed timescales. These reports are provided to the appropriate business boards, along with details of the risks identified at PS Group level that are relevant to the business (including emerging risks).

The purpose of the legal and compliance function is to assist the PS Group to manage its regulatory risk which can be defined as the risk of:

1. legal or regulatory sanctions against the PS Group;
1. material financial loss;
1. the firm being used for an illegal purpose, e.g. money laundering; or
1. the loss of reputation

that the PS Group may suffer as a result of its failure to comply with any or all applicable laws, regulations, codes of conduct, internal policies and standards of good practice. Regulatory risk poses a direct threat to the PS Group's integrity because the PS Group's reputation is closely connected with its adherence to principles of integrity, having the right culture within the firm, standards of conduct and fair dealing.

Risk, Legal and Compliance are independent departments within PS Group. Compliance is responsible for advising businesses in the PS Group on the internal policies, procedures, laws and regulations that impact upon their business, assisting them to comply with these requirements and reporting the findings of compliance monitoring reviews to directors and senior management in accordance with the PS Group's corporate governance structure.

Compliance adopts a risk based approach to monitoring and managing compliance risk within each of the trading entities. The purpose of prioritising the regulatory and compliance risks to which each of the trading companies is exposed is to ensure that:

management is aware of the major risks that impact upon the business; and
compliance resources are efficiently targeted with a view to imposing adequate controls over such major risks.

11 IT

A central IT services team (''ITS'') manages and operates all aspects of the PS Group's IT infrastructure, including the IT infrastructure of the Target Group. The ITS contains separate teams focussing on operations, project management and service delivery.

The PS Group's (and, therefore, the Target Group's) IT systems are protected by email filtering, intrusion detection, linked firewalls, virus detection and prevention, and vulnerability scanning. These are complemented by regular external penetration tests for the PS Group's systems, together with targeted testing of any new systems. The PS Group also has a geographically separate disaster recovery centre for critical systems.

The PS Group's hardware and software is managed and maintained by the ITS. The ITS follows industry standard procedures for service management, project management and information security.

Following Completion, the PS Group (and the ITS) will continue to manage and maintain the Target Group's IT infrastructure for a transitional period pursuant to the Transitional Services Agreement.

12 Intellectual Property

PS Topco holds a registered EU trademark to protect the name of the ''Punter Southall'' brand. This trademark and certain other intellectual property will be licensed to the Target Group pursuant to the IP Licence Agreement from Completion. The terms of the IP Licence Agreement are summarised in paragraph 2.4 of Part 8 (Terms and Conditions of the Acquisition).

The domain name puntersouthall.com is held and will be retained by PS Topco. Xafinity will use web pages on the website to which this domain name points as well as on certain ancillary websites which relate to the services carried on by the Target Group for a period of one year following Completion.

There are currently no outstanding intellectual property infringement actions involving any member of the Target Group as defendant.

13 Insurance

The Target Group maintains insurance policies to protect against losses, including professional indemnity insurance and directors and officers insurance, business interruption insurance, public and employers' liability insurance, general office insurance and property damage insurance.

OPERATING AND FINANCIAL REVIEW OF XAFINITY

The following operating and financial review should be read in conjunction with the historical financial information incorporated by reference in Part 17 (Historical Financial Information Relating to Xafinity) and the other financial information relating to the Group included elsewhere in this document. This review contains forward-looking statements based on the current expectations and assumptions about the Group's future business. Such statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual investment performance, results of operations, financial condition and dividend policy of the Group, as well as the development of its financing strategies, may differ materially from the impression created by the forward-looking statements contained herein as a result of certain factors including, but not limited to, those discussed in Part 2 (Risk Factors).

The selected financial information incorporated by reference in this Part 15 (Operating and Financial Review of Xafinity) is from the historical financial information of the Group for the two financial years ended 31 March 2015 and 31 March 2016, the annual report and accounts of the Group for the financial year ended 31 March 2017, and the interim results of the Group for the six months ended 30 September 2017 incorporated by reference within Part 17 (Historical Financial Information relating to Xafinity), which has been prepared in accordance with IFRS.

1 Operating and Financial Review for the year ended 31 March 2015

The following page numbers refer to the relevant pages of the IPO Prospectus for the financial year ended 31 March 2015:

* Operating and Financial Review (Part VIII) – pages 56 to 74.

2 Operating and Financial Review for the year ended 31 March 2016

The following page numbers refer to the relevant pages of the IPO Prospectus for the financial year ended 31 March 2016:

* Operating and Financial Review (Part VIII) – pages 56 to 74.

3 Operating and Financial Review for the year ended 31 March 2017

The following page numbers refer to the relevant pages of the annual report and accounts of the Group for the financial year ended 31 March 2017:

* Strategic Report – pages 2 to 25.

4 Operating and Financial Review for the six months ended 30 September 2017

The following page numbers refer to the relevant pages of the interim results of the Group for the six months ended 30 September 2017:

* Interim Management Report – page 2.

CAPITALISATION AND INDEBTEDNESS

The following tables set out the Group's capitalisation and indebtedness as at 30 September 2017. The following tables do not reflect the impact of the Capital Raising and Acquisition on the Group's capitalisation and indebtedness. Please refer to Section A of Part 18 (Unaudited Pro Forma Financial Information for the Enlarged Group) for an analysis of the impact of the Capital Raising and Acquisition on the consolidated net assets of the Group.

The capitalisation and indebtedness statement has been prepared using accounting policies that are consistent with those used in preparing the Group's financial information for the year ended 31 March 2017, incorporated by reference into Part 17 (Historical Financial Information relating to Xafinity).

Capitalisation

The capitalisation information as at 30 September 2017 has been extracted without material adjustment from the interim financial information for the six month period ended 30 September 2017 incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity) and Part 23 (Information Incorporated by Reference).

	As at
	30 September
	2017
	(unaudited)
	£'000
Share capital	68
Share premium	49,958
Other reserves	(465)
Total capitalisation	49,651

There has been no material change to the Group's capitalisation since 30 September 2017. Capitalisation does not include accumulated deficit.

Indebtedness

The indebtedness information as at 30 September 2017 has been extracted without material adjustment from the Group's unaudited accounting records.

	As at
	30 September
	2017
	(unaudited)
	£'000
Guaranteed	—
Secured	—
Unguaranteed and unsecured	24
Total current debt	24
Guaranteed	—
Secured	28,570
Unguaranteed and unsecured	22
Total non-current debt (excluding current portion of long-term debt)	28,592
Total indebtedness	28,616

The Group's debt is shown net of £232,000 of unamortised issue costs.

The Group's secured liabilities relate to a term loan of £15 million and the drawn element of a revolving credit facility, being £13.75 million. Both are due for repayment in February 2022 and are secured over the assets of Xafinity plc and other group companies, being Xafinity Financing (Reading) Limited, Xafinity (Reading) Limited, Xafinity Consulting (Reading) Limited, Xafinity Consulting Limited, Xafinity SIPP Services Limited and Xafinity Pensions Consulting Limited.

The Group has no guaranteed debt.

The Group's unsecured / unguaranteed liabilities relate to finance leases on a number of multifunctional print machines.

Net indebtedness

The following table sets out the net indebtedness of the Group as at 30 September 2017. This statement of indebtedness has been extracted without material adjustment from the Group's unaudited accounting records as at 30 September 2017.

	As at 30 September 2017 £'000
Cash	5,666
Cash equivalents	—
Total liquidity	5,666
Current financial debt	24
Net current financial liquidity	5,642
Non-current bank loans Other non-current loans	(28,570) (22)
Non-current financial indebtedness	(28,592)
Net financial indebtedness	(22,950)

The Group has no indirect or contingent indebtedness as at 30 September 2017. The Group's debt is shown net of £232,000 of unamortised issue costs.

HISTORICAL FINANCIAL INFORMATION RELATING TO XAFINITY

The Historical Financial Information relating to Xafinity at and for the years ended 31 March 2017, 2016 and 2015, and for the six months ended 30 September 2017, together (in each case) with the relevant auditor's report or accountant's report thereon, are incorporated by reference into this document. See Part 23 (Information Incorporated by Reference).

The Historical Financial Information relating to Xafinity as at and for the years ended 31 March 2017, 2016 and 2015, and for the six months ended 30 September 2017, is available for inspection in accordance with paragraph 20 of Part 22 (Additional Information), and contains information which is relevant to this document.

Cross-reference list

Investors are referred to Part 23 (Information Incorporated by Reference) for specific items of information which have been incorporated by reference into this document.

HISTORICAL FINANCIAL INFORMATION RELATING TO THE TARGET GROUP

SECTION A: ACCOUNANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION RELATING TO THE TARGET GROUP

The Directors Xafinity plc Phoenix House 1 Station Hill Reading Berkshire RG1 1NB

Deloitte LLP

Deloitte LLP 2 New Street Square London EC4A 3BZ

7 December 2017

Dear Sirs

Punter Southall Holdings Limited

We report on the combined financial information of Punter Southall Holdings Limited and its subsidiary undertakings Punter Southall Limited, Punter Southall Investment Consulting Limited, PS Administration Holdings Limited and PS Administration Limited (the ''Target Group'') for the three years ended 31 December 2016 set out in Section B of Part 18 of (Historical Financial Information relating to the Target Group) below (the ''Target Group Financial Information Table''). The Target Group Financial Information Table has been prepared for inclusion in the combined Circular and Prospectus document dated 7 December 2017 (the ''Investment Circular'') of Xafinity plc (the ''Company'') on the basis of the accounting policies set out in note 2 to the Target Group Financial Information Table. This report is required by item 20.1 of Annex I to the PD Regulation and 13.5.21R of the Listing Rules of the United Kingdom Listing Authority (the ''Listing Rules'') and is given for the purpose of complying with these items and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the Target Group Financial Information Table in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion as to whether the Target Group Financial Information Table gives a true and fair view, for the purposes of the Investment Circular and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R (2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation and 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Investment Circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the Target Group'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.

Opinion

In our opinion, the Target Group Financial Information Table gives, for the purposes of the Investment Circular dated 7 December 2017, a true and fair view of the state of affairs of the Target Group as at the dates stated and of its profits, 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 Investment Circular 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 Investment Circular in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

SECTION B: HISTORICAL FINANCIAL INFORMATION RELATING TO THE TARGET GROUP

Income Statement

	Note	2016 £	2015 £	2014 £
Revenue Administrative expenses	5 6	51,017,561 (40,382,189)	47,054,284 (37,610,972)	45,474,878 (36,426,883)
Adjusted EBITDA – Earnings before interest, tax, depreciation and amortisation, share-based payment costs
and exceptional costs		11,049,555	9,892,543	9,344,841
Share-based payment costs Exceptional costs		(336,401) (77,782)	(206,616) (242,615)	(135,300) (161,546)
Profit from operating activities Finance income Finance costs	8 8	10,635,372 75,443 (79,752)	9,443,312 84,998 (93,560)	9,047,995 297 (21,439)
Profit before tax Income tax credit/(expense)	9	10,631,063 113,025	9,434,750 (292,607)	9,026,853 69,885
Profit after tax		10,744,088	9,142,143	9,096,738
		2016 £	2015 £	2014 £
Profit for the year Actuarial (loss)/gain on pension scheme Deferred tax credit/(charge) on pension	12	10,744,088 (2,693,739)	9,142,143 64,945	9,096,738 (952,908)
scheme liability	12	396,390	(51,600)	140,790
Total comprehensive income for the year		8,446,739	9,155,488	8,284,620

Balance Sheet

		2016 £	2015 £	2014 £	2013 £
Assets
Non-current assets Deferred tax asset	9	1,139,635	1,554,126	1,370,974	649,022
		1,139,635	1,554,126	1,370,974	649,022
Current assets
Trade and other receivables	10	21,672,079	18,532,192	15,710,943	14,545,452
Cash and cash equivalents		3,176,451	3,274,214	4,559,379	2,326,328
		24,848,530	21,806,406	20,270,322	16,871,780
Total assets		25,988,165	23,360,532	21,641,296	17,520,802
Invested capital and liabilities Invested capital		13,142,987	14,402,849	14,766,616	11,792,082

Liabilities
Non-current liabilities
Other payables		209,494	157,551	236,987	—
Retirement benefit liability	12	3,327,000	846,000	1,104,000	381,000
Current liabilities
Trade and other payables	11	9,308,684	7,954,132	5,533,693	5,347,720
Total liabilities		12,845,178	8,957,683	6,874,680	5,728,720
Total invested capital and
liabilities		25,988,165	23,360,532	21,641,296	17,520,802

Statement of Changes in Invested Capital

	Invested Capital £
Balance at 1 January 2014	11,792,082
Profit for the year	9,096,738
Actuarial loss on pension scheme	(952,908)
Pension scheme deferred tax charge	140,790
Total comprehensive income for the year	8,284,620
Share-based payments	135,300
Dividend paid	(6,000,000)
Other	10,724
Deferred tax – share options	543,890
Balance at 31 December 2014	14,766,616
Profit for the year	9,142,143
Actuarial gain on pension scheme	64,945
Pension scheme deferred tax charge	(51,600)
Total comprehensive income for the year	9,155,488
Share-based payments	206,616
Dividend paid	(10,000,000)
Additional shares issued	100,000
Other	(50,524)
Deferred tax – share options	224,653
Balance at 31 December 2015	14,402,849
Profit for the year	10,744,088
Actuarial loss on pension scheme	(2,693,739)
Pension scheme deferred tax charge	396,390
Total comprehensive income for the year	8,446,739
Share-based payments	336,401
Dividend paid	(9,000,000)
Other	(99,368)
Deferred tax – share options	(943,634)
Balance at 31 December 2016	13,142,987

Cash Flow Statement

	2016 £	2015 £	2014 £
Cash flows from operating activities
Profit for the year	10,744,088	9,142,143	9,096,738
Adjustments for:
Finance income	(75,443)	(84,998)	(297)
Finance costs	79,752	93,560	21,439
Share-based payment expense	336,401	206,616	135,300
Income tax (credit)/expense	(113,025)	292,607	(69,885)
Contributions to retirement liability	(241,378)	(221,405)	(241,925)
Increase in trade and other receivables	(3,139,887)	(2,821,249)	(1,165,491)
Decrease in trade and other payables	1,307,127	2,290,477	433,683
Income tax (paid)/received	(19,728)	(302,706)	32,613
Net cash inflow from operating activities	8,877,907	8,595,045	8,242,175
Cash flows from investing activities
Finance income received	75,443	84,998	297
Net cash inflow from investing activities	75,443	84,998	297
Cash flows from financing activities
Additional investment by PS Group	—	100,000	—
Interest paid	(51,113)	(65,208)	(9,421)
Dividends paid	(9,000,000)	(10,000,000)	(6,000,000)
Net cash outflow from financing activities	(9,051,113)	(9,965,208)	(6,009,421)
Net (decrease)/increase in cash and cash equivalents	(97,763)	(1,285,165)	2,233,051
Cash and cash equivalents at start of the year	3,274,214	4,559,379	2,326,328
Cash and cash equivalents at end of year	3,176,451	3,274,214	4,559,379

Notes to the Historical Financial Information relating to the Target Group

1 General information

The Target Group does not constitute a separate legal group but is a collection of subsidiaries owned by Punter Southall Group Limited (''PS Topco'') throughout the period for which this combined financial information has been presented. Whilst the Target Group does not constitute a separate legal group, all the entities comprising the Target Group were under common management and common control throughout this period.

The combined financial information presented in this Part 17 (Historical Financial Information relating to the Target Group) has been prepared specifically for this document, and incorporates the financial information of those of PS Topco's subsidiaries constituting the Target Group that was previously reported on a standalone basis.

This combined financial information presents the financial track record of the entities comprising the Target Group for the three years ended 31 December 2014, 2015 and 2016; and as at 31 December 2014, 2015 and 2016.

The entities that comprise the Target Group are all incorporated and domiciled in the UK. The principal activities of the Target Group are providing actuarial and related consulting services, providing investment strategy and implementation advice, and providing pension administration services.

The principal activities of the subsidiaries included in the Target Group's combined financial information are as follows:

Entity Name	Principal Activity	Equity Interest
Punter Southall Holdings Limited	Holding Company	100%
Punter Southall Limited	Actuarial and related consulting services	100%*
Punter Southall Investment Consulting Limited	Investment strategy and implementation advice	100%*
PS Administration Limited	Pension administration services	85.5%*
PS Administration Holdings Limited	Holding Company	85.5%*

* Indirectly held

Punter Southall Holdings Limited is the holding company of the other PS Topco subsidiaries making up the Target Group. Punter Southall Holdings Limited is a company incorporated and domiciled in the UK. The address of Punter Southall Holdings Limited's registered office is 11 Strand, London WC2N 5HR, United Kingdom.

During the three years to 31 December 2016, the Target Group also held investments in other entities, some of which were disposed of in that period, and the remainder of which were disposed of by the Target Group after 31 December 2016 and are therefore not being acquired by Xafinity plc as part of the acquisition (the ''Acquisition''). The other entities (together, the ''Disposed Entities'') are as follows:

* PS Trustees Limited
* Eastearly Limited
* Independent Transition Management Limited
* Trustee & Pension Management Training & Publishing Limited
* Palisades Capital Advisors IV LLC

Accordingly, the combined financial information presented in this document is in respect of the activities of the Target Group which are the subject of the Acquisition.

2 Accounting policies

(a) Basis of preparation

As the Target Group does not constitute a separate legal entity, the combined historical financial information, which has been prepared specifically for this document, is therefore prepared on a basis that combines the results, assets and liabilities of each of the entities constituting the Target Group by applying the principles underlying the consolidation procedures of IFRS 10 'Consolidated Financial Statements' (''IFRS 10'') for each of the three years to 31 December 2014, 2015, and 2016, and as at those dates.

On such basis, the combined historical financial information sets out the Target Group's balance sheet as at 31 December 2014, 2015, and 2016, and combined results of the Targets Group's operations and cash flows for the three years then ended.

This combined historical financial information is prepared for the purposes of this document and in accordance with the requirements of the Prospectus Directive Regulation, the Listing Rules, this basis of preparation, and with those parts of the Companies Act 2006 as applicable to companies reporting under International Financial Reporting Standards as adopted by the European Union and the IFRS Interpretation Committee interpretations (together ''IFRS'').

This basis of preparation describes how this combined financial information has been prepared in accordance with IFRS.

The combined historical financial information has been prepared in accordance with accounting policies that are consistent with those applied by Xafinity plc in its financial statement as at and for the year ended 31 March 2017. The principal accounting policies that have been applied in this combined financial information are set out below. These policies have been consistently applied in all periods presented unless otherwise stated.

IFRS does not specifically provide for the preparation of combined historical financial information and, accordingly, in preparing the combined historical financial information certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 ''Standards for Investment Reporting applicable to public reporting engagements on historical financial information'' issued by the UK Auditing Practices Board have been applied.

The following summarises the accounting and other principles applied in preparing the Target Group's combined financial information:

* The combined financial information has been prepared on a historical cost basis.
* The combined financial information has been prepared by using the Target Group's historical records to aggregate the results, assets and liabilities of each of the entities constituting the Target Group and by applying the principles underlying the consolidation procedures of IFRS 10 for each of the years to 31 December 2014, 2015 and 2016 and as at these dates.
* No minority interest is recognised in respect of PS Administration Holdings Limited or PS Administration Limited on that basis that the minority shareholding is being acquired by Xafinity as part of the Acquisition.
* The income tax expense and tax balances in this combined historical financial information have been determined based on the amounts recorded by the Target Group companies in their statutory accounts. Deferred tax assets and liabilities reflect the full historical deferred tax assets and liabilities recorded by the legal entities included in the Target Group. The tax charges recorded in the combined income statement and combined statement of comprehensive income are not necessarily representative of the tax charges that would have been reported had the Target Group been an independent group throughout the period presented. They are not necessarily representative of the tax charges that may arise in the future.
* In order to reflect the combined financial information of the Target Group as it exists at the date of acquisition by Xafinity, this historical financial information relating to the Target Group excludes balances, results from operations, cash flows and related disclosures in respect of the Disposed Entities.
* Assets, liabilities and results of the BGJ DB Scheme have been included within the combined historical financial information. However, subsequent to 31 December 2016, Punter Southall Limited has been released from all liability to, under or in connection with the BGJ DB Scheme under a Flexible Apportionment Arrangement. Refer to note 19: ''Post Balance sheet events'' for further details.
* Transactions and balances between entities within the Target Group have been eliminated.

* The Target Group has not in the past constituted a separate legal group and therefore it is not meaningful to show share capital or an analysis of reserves for this combined Target Group. As such, the net assets of the Target Group are represented by the cumulative investment of PS Topco in the Target Group (shown as ''Invested Capital'').

The Target Group's deemed transition date to IFRS for the purpose of this combined historical financial information is 1 January 2014, being the beginning of the first period presented, and the requirements of IFRS 1 'First-time Adoption of International Reporting Standards' have been applied as of that date. IFRS 1 allows certain exemptions in the application of particular IFRS to prior periods in order to assist companies with the transition process.

As the Target Group did not constitute a separate legal group at the date of transition, or throughout the period covered by this combined financial information, the Target Group has not previously prepared or reported any combined financial information in accordance with any other generally accepted accounting principles (''GAAP''). Consequently, it is not possible to provide IFRS 1 reconciliations between financial information prepared under any previous GAAP and the financial information prepared in accordance with IFRS included in this combined financial information, as required by IFRS 1.

The combined financial information of the Target Group does not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Target Group been a separate entity or the future results of the Target Group as it will exist upon completion of the transaction.

The historical financial information is presented in pounds (''£'') except when otherwise indicated.

The principal accounting policies adopted in the preparation of the combined financial information are set out below. The policies have been consistently applied to all the period presented, unless otherwise stated.

(b) Accounting policies

Revenue

Revenue includes the following items: Fees from pension and investment consultancy and pension administration. Revenue, which excludes value added tax, represents the invoiced value of employee benefit consultancy and related business services supplied. Revenue is derived from sales made in the United Kingdom.

Amounts recognised as revenue but not yet billed are reflected in the statement of financial position as accrued income. Amounts billed in advance of work performed are deferred in the statement of financial position as deferred income.

Revenue in respect of time and materials contracts is recognised as the services are performed. Revenue relating to fixed fee contracts is recognised evenly over the contract period.

Taxation

Tax expense comprises current and deferred tax.

Current tax

Current tax assets and liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the reporting date.

Deferred tax

Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation, provided they are enacted or substantially enacted at the reporting date.

Where applicable, deferred tax assets and liabilities are offset when there is a legally enforceable right to set off, when they relate to income taxes levied by the same taxation authority and the Target Group intends to settle on a net basis.

Changes in deferred tax assets and liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

Foreign currency

Foreign currency transactions are translated at the rates ruling when they occurred. Any differences are taken to the income statement. At each reporting date, monetary assets and liabilities denominated in a foreign currency are retranslated at the rates prevailing at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated at the rate prevailing at the date of the transaction.

Operating leases

Operating lease payments, net of lease incentives, are recognised as an expense in the income statement on a straight line basis over the lease term.

Financial instruments

Financial assets and financial liabilities are recognised on the Balance Sheet when the Target Group becomes party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expired.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment. These are assets with fixed or determinable payments, and can include loans made.

Provisions for estimated irrecoverable amounts are recognised within administrative expenses when there is objective evidence that the assets are impaired, and that the Target Group will be unable to collect all of the amounts due. Evidence can include significant financial difficulties on the part of the counterparty or default or delay in payment. Trade and other receivables are reported net of any provisions and the provision is recorded in a separate allowance account with the loss being recognised within administrative expenses in the consolidated income statement. On confirmation that the asset will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Cash and cash equivalents

Cash comprises of cash in hand, cash at banks and demand deposits, with a maturity of three months or less.

Trade and other payables

Trade payables are initially measured at their fair value and are subsequently measured at their amortised cost using the effective interest method; this method allocates interest expense over the relevant period by applying the effective interest rate to the carrying amount of the liability.

Post-retirement benefits

Employees and past employees of the Target Group have entitlements under the subsidiary company's pension plans which are either defined contribution or defined benefit pension plans. The cost of defined contribution pension plans is charged to the income statement as the contributions become payable.

For defined benefit plans the level of benefit provided is based on the length of service and earnings of the person entitled.

The cost of the defined benefit scheme is subject to actuarial valuations based on the projected unit method and these are carried out annually. The discount rate applied in arriving at the present value of the pension liability represents the yield on high quality corporate bonds denominated in the currency in which the benefits will be paid and that have maturity approximating the terms of the related pension liability.

The differences between the fair value of the assets held in the Target Group's defined benefit pension scheme and the scheme liabilities are recognised in the Target Group's statement of financial position as either a pension scheme asset or liability as appropriate. The pension scheme balance is recognised net of any related deferred tax balance. Changes in the defined benefit pension scheme asset or liability arising from factors – other than cash contributions by the Target Group – are charged to the income statement or statement of comprehensive income. Actuarial gains and losses are recognised in full in the period in which they occur, in the statement of comprehensive income.

The assets of the schemes are held separately from those of the Target Group in independently administered funds.

Share based payments

Where share options are awarded to employees the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date, so that ultimately the cumulative amount recognised over the vesting period is based on the number of options granted. As long as all non-market vesting conditions are satisfied a charge is made, irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest the increase in the fair value of the options measured immediately before and after the modifications, is also charged to the income statement over the remaining vesting period.

Exceptional costs

Exceptional costs are items which due to their size, incidence and non-recurring nature have been classified separately in order to draw them to the attention of the reader of the Financial Statements and, in management's judgement, to show more accurately the underlying profits of the Target Group. Such items are included within the statement of comprehensive income caption to which they relate, and are separately disclosed in the notes to the Financial Statements.

3 Going concern

The combined financial information has been prepared on the going concern basis, which assumes the Target Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.

The business of the Target Group is planned to continue to operate in the same fashion after acquisition, meeting its funding requirements through existing cash reserves and facilities provided by Xafinity.

4 Critical accounting estimates and judgements

The preparation of Historical Financial Information requires the Target Group's directors to make certain critical accounting estimates and exercise judgements, as well as making certain assumptions and estimates regarding the future. These estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are discussed below.

Pensions – defined benefit scheme

Pension assumptions are significant inputs to the actuarial models that measure pension benefit obligations. These assumptions are evaluated at least annually to reflect the market and the Target Group's experience and expectations for the future and are set out in note 12. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

Share-based payments

The Target Group operates a share based payment scheme. The charge for share based payments is based on the fair value of awards at the date of grant which is partly calculated by use of the Black-Scholes pricing model which requires judgement to be made regarding volatility, dividend yield, risk free rates of return and expected option lives. The inputs used in these pricing models to calculate the fair values are set out in note 13.

Exceptional items

Exceptional costs are recognised to the extent that they meet the definition outlined in the accounting policy above. This requires a certain amount of judgement that is applied consistently by management.

5 Segment reporting

In accordance with IFRS 8 'Operating Segments', an operating segment is defined as a business activity whose operating results are reviewed by the chief operating decision maker (''CODM'') and for which discrete information is available. The Target Group's CODM is the board of directors of PS Topco:

Revenue	2016 £	2015 £	2014 £
Actuarial Consulting	29,396,454	28,902,301	29,657,657
Investment Consulting	2,672,431	1,931,124	1,526,074
Pension Administration	18,948,676	16,220,859	14,291,147
	51,017,561	47,054,284	45,474,878
	2016	2015	2014
Profit from operating activities	£	£	£
Actuarial Consulting	8,974,093	8,202,815	8,928,835
Investment Consulting	477,412	374,897	293,249
Pension Administration	1,183,867	865,600	(174,089)
	10,635,372	9,443,312	9,047,995

6 Administrative expenditure

Administrative expenditure is broken down as follows:

	2016 £	2015 £	2014 £
Staff costs	25,985,260	23,998,466	23,684,270
Other personnel costs	1,632,797	1,185,790	1,029,229
Travel and subsistence	402,997	359,419	280,983
Facilities management	2,491,168	2,353,307	2,441,422
Technology costs	3,322,987	2,844,885	2,055,607
Marketing	497,582	546,398	477,336
Professional fees	735,848	552,547	360,597
Professional indemnity insurance	538,378	703,784	693,878
Foreign exchange	1,437	1,630	127
Shared income costs	259,475	489,431	939,265
Other	164,994	138,307	34,079
Head office services provided by PS Topco	4,271,484	4,194,393	4,268,544
Exceptional items	77,782	242,615	161,546
Total	40,382,189	37,610,972	36,426,883

The auditor's remuneration of £40,750 (2015: £42,100, 2014: £34,224) was paid by PS Topco.

Exceptional costs, included within Administrative Expenditure, are in relation to restructuring costs in 2014 and 2016 and professional advisor costs in connection with the potential sale of PS Administration Limited in 2015.

7 Staff costs

Staff costs (including Directors) comprise:

	2016	2015	2014
	£	£	£
Wages and salaries
(including bonuses and incentives)	21,136,064	19,697,919	19,457,971
Share-based payment costs	336,401	206,616	135,300
Social security costs	2,510,626	2,321,495	2,394,224
Other employee benefits – insurances	714,519	523,550	498,958
Pension costs – defined benefit plans (note 12)	21,086	59,502	87,352
Pension costs – defined contribution plans	1,266,564	1,189,384	1,110,465
	25,985,260	23,998,466	23,684,270

The average number of employees across the business segments during the year (including Directors) was:

	2016 No.	2015 No.	2014 No.
Defined benefit pension consulting	149	151	160
Pension administration	239	205	189
Investment consulting	7	7	3
	395	363	352

Key management personnel remuneration is as follows:

	2016 £	2015 £	2014 £
Aggregate emoluments	4,156,121	1,825,415	1,808,531
Highest-paid Director	1,446,043	426,486	514,142

Three Target Group directors exercised options during the year and the option gains are included in the above figures (2015: 1; 2014: 1).

The aggregate amount of gains made by Target Group directors on the exercise of share options in 2016 was £1,979,813 (2015: £26,412, 2014: £89,758).

No Target Group directors were beneficiaries under the Target Group's defined benefit scheme obligations in 2016 (2015: None, 2014: None).

8 Interest and similar items

	2016 £	2015 £	2014 £
Interest income and similar items includes: Interest receivable from PS Topco Other interest receivable	75,443 —	84,998 —	— 297
	75,443	84,998	297
Interest payable and similar items includes: Bank charges Interest payable to Mannequin Insurance PCC	7,038	8,824	9,421
Limited Cell PS17	44,075	56,384	—
Other finance charges	28,639	28,352	12,018
	79,752	93,560	21,439

Interest receivable from PS Topco of £75,443 (2015: £84,998) relates to a loan made by Punter Southall Limited for £2,000,000. Interest on the loan is at 3.5% plus 3 month LIBOR.

Interest payable to Mannequin Insurance PCC Limited Cell PS17 represents interest payable on a loan to Punter Southall Limited from a related party for £2,000,000. Interest on the loan is at 2% plus 3 month LIBOR.

Other finance costs relate to interest charges on the defined benefit scheme.

9 Taxation

The breakdown of total tax is as follows:

	2016	2015	2014
Current tax
Current year	139,207	302,706	—
Adjustment in respect of prior periods	(119,479)	—	(32,613)
	19,728	302,706	(32,613)
Deferred tax
Current year	(143,797)	(10,099)	(19,901)
Adjustment in respect of prior periods	11,044	—	(17,371)
	(132,753)	(10,099)	(37,272)
Total tax (credit)/charge	(113,025)	292,607	(69,885)

The total tax (credit)/charge can be reconciled to the profit in the consolidated income statement as follows:

£	2015 £	2014 £
10,631,063	9,434,750	9,026,853
2,126,213	1,910,537	1,940,773

		17,409
		(354,157)
		(61,667)
		(1,563,752)
		1,493
(108,435)	—	(49,984)
(113,025)	292,607	(69,885)
	24,486 (579,002) (1,169,303) (414,551) 7,567	(547) (44,618) (201,238) (1,371,527) —

Reconciliation of deferred tax asset:

	Accelerated capital allowances £	Share option £	Tax losses £	DB Pension £	Total £
As at 1 January 2014 (Charge)/credit for the year through	44,228	524,784	—	80,010	649,022
the income statement Credit for the year through reserves	(10,023) —	47,295 543,890	— 140,790	— 684,680	37,272
As at 31 December 2014 (Charge)/credit for the year through	34,205	1,115,969	—	220,800	1,370,974
the income statement Credit/(charge) for the year through	(2,412)	12,511	—	—	10,099
reserves	—	224,653	—	(51,600)	173,053
As at 31 December 2015 (Charge)/credit for the year through	31,793	1,353,133	—	169,200	1,554,126
the income statement (Charge)/credit for the year through	(2,938)	38,639	97,052	—	132,753
reserves	—	(943,634)	—	396,390	(547,244)
As at 31 December 2016	28,855	448,138	97,052	565,590	1,139,635

Deferred tax has been recognised at a rate of 19% (2015: 20%, 2014: 20%), being the rate of tax expected to apply when the asset is realised (or the liability settled), based upon tax rates that have been substantially enacted at the balance sheet date.

10 Trade and other receivables

2016 £	2015 £	2014 £	2013 £

6,878,521	5,845,236	6,134,182	5,954,763

			2,026,417

			6,493,664
			70,608
21,672,079	18,532,192	15,710,943	14,545,452
	8,374,019 6,279,650 139,889	6,217,987 6,434,816 34,153	3,230,878 6,310,335 35,548

Amounts due from PS Group are interest free, unsecured and repayable on demand. Included within Trade debtors is a provision for doubtful debts:

2016 £	2015 £	2014 £	2013 £
			89,660
10,243	3,270	—	—
(3,270)	—	—	(89,660)
10,243	3,270	—	—
	3,270	—	—

The ageing analysis of trade receivables past due but not impaired is as follows:

		2016 £	2015 £	2014 £	2013 £
	0 – 30 days	4,260,670	3,426,656	3,801,917	3,966,760
	31 – 60 days	1,759,030	1,643,984	1,710,961	1,101,407
	61 – 90 days	537,627	498,925	520,805	603,203
	Over 90 days	321,194	275,671	100,499	283,393
		6,878,521	5,845,236	6,134,182	5,954,763
11	Trade and other payables
		2016 £	2015 £	2014 £	2013 £
	Due after one year
	Other payables	209,494	157,551	236,987	—
		209,494	157,551	236,987	—
		2016 £	2015 £	2014 £	2013 £
	Due within one year
	Trade payables Amounts due to PS Group	236,983	522,997	175,603	381,697
	undertakings	3,213,779	2,354,787	40,934	171,738
	Other creditors	198,605	373,416	185,115	194,354
	Accruals and deferred income	3,666,180	2,886,747	3,265,624	2,839,963
	Taxation and social security	1,993,137	1,816,185	1,866,417	1,759,968
		9,308,684	7,954,132	5,533,693	5,347,720

12 Retirement benefit liability

The Target Group operates the BGJ Pension Scheme, an occupational defined benefit pension scheme (the ''BGJ DB Scheme'') in the UK. The assets of the BGJ DB Scheme are held separately from those of the Target Group, being invested in a managed fund operated by an insurance company.

Since 22 November 2012 the BGJ DB Scheme has been closed to new members and is closed to future accrual. The Target Group contributions to the BGJ DB Scheme for the year ending 31 December 2017 are estimated to be £265,000.

Punter Southall Limited's liabilities in relation to the BGJ DB Scheme will be assumed by a retained subsidiary of PS Topco as part of the Acquisition pursuant to the BGJ Deed of Apportionment. Refer to note 19: ''Post Balance sheet events'' for further details.

Valuation

The major assumptions used by the actuary were:

	2016	2015	2014
Rate of increase for pensions in payment	3.2%	3.2%	3.1%
Discount rate	2.7%	4.0%	3.8%
Inflation assumption (RPI)	3.5%	3.5%	3.4%
Inflation assumption (CPI)	2.7%	2.7%	2.6%

The assumptions used by the actuary are best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice.

Assumed life expectancies on retirement at age 65 years are:

	2016	2015	2014
Retired today – Males	23.4	23.3	23.7
Retired today – Females	24.6	24.5	24.9
Retiring in 20 years' time – Males	24.7	24.6	25.1
Retiring in 20 years' time – Females	26.1	26.1	26.5

The assets in the Scheme were:

	Fair value at 31 Dec 2016 £	Fair value at 31 Dec 2015 £	Fair value at 31 Dec 2014 £	Fair value At 31 Dec 2013 £
Equities & property Fixed interest Index Linked Gilts Derivatives Other – cash	2,833,000 798,000 780,000 1,488,000 450,000	2,629,000 1,250,000 320,000 — 1,611,000	3,720,000 1,503,000 944,000 — 357,000	3,747,000 1,302,000 857,000 — 167,000
Total fair market value of assets The actual return on assets over the period was:	6,349,000 270,885	5,810,000 (24,524)	6,524,000 124,538	6,073,000
Present value of funded obligations Fair value of scheme assets	(9,676,000) 6,349,000	(6,656,000) 5,810,000	(7,628,000) 6,524,000	(6,454,000) 6,073,000
Liability recognised in balance sheet	(3,327,000)	(846,000)	(1,104,000)	(381,000)
Related deferred tax asset	565,590	169,200	220,800	80,010
Net liability	(2,761,410)	(676,800)	(883,200)	(300,990)

Reconciliation of opening and closing balances of the present value of the defined benefit obligation:

	2016 £	2015 £	2014 £
Benefit obligation at the beginning of the year:	6,656,000	7,628,000	6,454,000
Service cost	21,086	69,957	87,352
Finance cost	266,349	259,802	296,858
Contribution by scheme participants	11,906	25,055	38,141
Net remeasurement (gains)/losses – financial	2,854,000	(202,188)	975,000
Net remeasurement (gains) – demographic	—	(52,777)	(74,000)
Net remeasurement (gains) – experience	(127,086)	(55,468)	(110,336)
Benefits paid	(6,255)	(32,381)	(39,015)
Settlements paid	—	(973,545)	—
Past service cost	—	(193,000)	—
Settlement losses	—	182,545	—
Defined benefit obligation at 31 December	9,676,000	6,656,000	7,628,000

Reconciliation of opening and closing balances of the fair value of scheme assets:

2016 £	2015 £	2014 £


		6,073,000
		286,782 (162,244)
		327,336
		38,141
		—
(6,255)	(32,381)	(39,015)
6,349,000	5,810,000	6,524,000

		2014
£	£	£

		87,352
28,639	38,838	10,076

	5,810,000 237,710 33,175 262,464 11,906 — 2016 21,086	6,524,000 220,964 (245,488) 291,395 25,055 (973,545) 2015 59,502

Remeasurement of the net defined benefit (asset)/liability to be shown in the statement of comprehensive income:

	2016 £	2015 £	2014 £
Net remeasurement – financial	2,854,000	(202,188)	975,000
Net remeasurement – demographic	—	(52,777)	(74,000)
Net remeasurement – experience	(127,086)	(55,468)	(110,336)
Return of assets, excluding interest income	(33,175)	245,488	162,244
Total remeasurement to be shown in OCI	2,693,739	(64,945)	952,908

Sensitivity analysis

A sensitivity analysis of the principal assumptions used to measure the scheme liabilities is described below. Extrapolation of the sensitivity analysis beyond the ranges shown may not be appropriate.

	Change in assumption	Impact on scheme liabilities 31/12/2016	Impact of scheme liabilities 31/12/2015
Discount rate Rate of inflation	Increase by 0.25%	Decrease by £644,000	Decrease by £440,000
(RPI)* Assumed future	Increase by 0.25%	Increase by £616,000	Increase by £419,000
improvements in mortality	Increase long- term rate by 0.5%	Increase by £454,000	Increase by £259,000

* With corresponding changes to the salary, CPI and pension increase assumptions.

13 Share-based payments

The movement in invested capital relating to share-based payments is analysed as follows:

	2016 £	2015 £	2014 £
Share options	132,600	107,300	135,300
Save as You Earn (SAYE) scheme	87,300	53,100	—
Share Incentive Plan (SIP) scheme	38,601	43,316	—
Company share option plan (CSOP)	77,900	2,900	—
	336,401	206,616	135,300

The Target Group incurred the share-based payment charges described above during the years.

The Target Group did not enter into any share-based payment transactions with parties other than employees in any of the years presented.

Information on each share-based payment scheme for the Target Group is given below:

Share options

The Target Group participates in the PS Group's approved and unapproved share option schemes for employees, in which participation is at the discretion of the directors of PS Topco.

The options are over shares in PS Topco. There are varying vesting conditions based on the growth of the Target Group and the growth in equity value of the employees' company over a 5 year period. Options are forfeited if an individual ceases employment before the options are exercised. The options have a contractual life of 10 years.

	2016 Weighted average price	2016 Number	2015 Weighted average price	2015 Number	2014 Weighted average price	2014 Number
Outstanding at 1 January	£2.67	2,290,966	£2.38	2,531,518	£2.09	2,215,370
Granted during the year	—	—	£6.81	156,710	£3.67	460,000
Transferred during the year	£1.48	21,648	—	—	—	—
Exercised during the year	£1.56	(1,112,716)	£1.84	(240,047)	£1.70	(143,852)
Forfeited during the year	£1.48	(27,027)	£3.67	(157,215)	—	—
Outstanding at 31 December	£3.73	1,172,871	£2.67	2,290,966	£2.40	2,531,518

The exercise prices of options outstanding in the Target Group at the end of the year and their weighted average contractual life are detailed below:

Number outstanding 31 December 2016	Exercise price	Weighted average contractual life
71,090	£2.11	1 year, 3 months
16,000	£2.42	1 year, 8 months
20,661	£2.42	2 years, 9 months
160,797	£2.68	3 years, 6 months
15,105	£3.31	5 years, 6 months
272,508	£3.31	6 years, 5 months
460,000	£3.67	7 years, 3 months
156,710	£6.81	9 years, 1 month
1,172,871

Of the total number of options outstanding at the end of the year in the Target Group, 398,201 had vested and were exercisable at the end of the year (2015: 1,391,678, 2014: 1,536,515).

No options were granted during the year (2015: 156,710 granted at a weighted average fair value price of 125.2p, 2014: 460,000 granted at a weighted average price of 68p).

The following information is relevant in the determination of the fair value of options granted during the previous year under the equity-based remuneration scheme operated by the Target Group:

Option pricing model used	2016 Black Scholes	2015 Black Scholes	2014 Black Scholes
Weighted average share price at grant date	—	£5.94/£6.81	£3.67
Exercise price	—	£5.94/£6.81	£3.67
Weighted average contractual life	—	10 years	10 years
Expected volatility	0%	25%-35%	25%
Expected dividend growth rate	0%	0%	0%
Risk-free interest rate	1.20%	0.9% – 1.5%	1.90%

The volatility assumption, measured as the standard deviation of expected share price returns, is based on a statistical analysis of daily share prices of a listed comparator group over the last three years.

Save As You Earn (SAYE) and Share Incentive Plan (SIP)

The Target Group operates HMRC-approved employee share schemes for all employees within the Target Group, subject to eligibility. A SIP and a SAYE scheme have been launched on 1 December each year since 2014. As at 31 December there is one SIP and three SAYE schemes active.

The SAYE scheme operates over a 3 year period allowing employees to save a regular amount monthly from their net pay to a maximum of £165 per month. At the start employees are granted an option over the PS Topco shares which can be bought at the end of the 3 year period. The price to be paid for these shares is 80% of the share price at the date of grant of the option. If the employee decides not to exercise at the end of the 3 year period the savings are returned.

The following information is relevant in the determination of the fair value of the SAYE grant under equity-based remuneration scheme operated by the Target Group:

Share pricing model used	2016 Black Scholes	2015 Black Scholes
Expected volatility	25%	25%
Lapse rate	0%	0%
Expected dividend growth rate	0%	0%
Risk-free interest rate	0.3%	0.8%

The SIP operates over a 1 year period allowing employees to save a regular amount monthly from their gross pay to a maximum of £150 per month. Employees buy PS Topco shares at the end of the period at the lower of the price at the start or end of the period called partnership shares and PS Topco matches 1 free share for every 4 partnership shares acquired.

The fair value of the SIP scheme is based on the current value of the share price on the date the scheme started. On the anniversary of the SIP 2015 scheme 5,299 matching shares were issued to employees within the Target Group (2014 scheme: 6,524 matching shares).

Company share option plan (CSOP)

The Target Group operates a share-based remuneration scheme for employees, in which participation is at the discretion of the Target Group's directors.

The CSOP options are over shares in PS Topco and the scheme was set up in 2015. The options vest after 3 years and have no growth conditions. The CSOP options are forfeited if an individual ceases employment before the options are exercised. The CSOP options have a contractual life of 10 years.

The following CSOP options were issued to employees. Details are given below:

	Exercise price	Fair value	Number of shares
2016 Granted on 21 December 2016	736p	192.0p	40,760
Total			40,760
2015 Granted on 17 December 2015 Granted on 18 December 2015	681p 681p	187.7p 186.5p	114,530 8,810
Total			123,340

The weighted average fair value of the CSOP options in 2016 was 192.0p (2015: 187.6p).

The number of CSOP options outstanding at the end of the year is 164,100 and the weighted average contractual life is 9.24 years (2015: 123,340 and 10 years respectively).

No CSOP options had vested at the end of the year (2015: nil).

The following information is relevant in the determination of the fair value of CSOP options granted during the year under the equity-based remuneration scheme operated by the Target Group:

	2016 Black Scholes	2015 Black Scholes
Weighted average share price at grant date	£7.36	£6.81
Exercise price	£7.36	£6.81
Weighted average contractual life	10 years	10 years
Expected volatility	25%	25%
Expected dividend growth rate	0%	0%
Risk-free interest rate	0.9%	1.4% – 1.5%

14 Operating leases

As at the end of the reporting period the Target Group had future minimum payments under a non-cancellable operating lease as set out below:

	2016	2015	2014
	£	£	£
Within one year	262,350	262,350	262,350
Between two to five years	406,103	668,453	930,803
	668,453	930,803	1,193,153

The operating lease relates to a leasehold agreement for the 3rd and 4th floors at Tempus Court, Onslow Street, Guildford, Surrey. The lease end date is 18 July 2019.

Costs relating to the lease above, along with other lease costs charged to the Target Group where the leaseholder is a Target Group company are included in facilities management costs in Note 6.

15 Financial risk management

The PS Group formulates objectives, policies and processes for managing each separate category of risk and the methods used to measure them.

Some of these risks are managed at a group level and some are directly applicable to the Target Group.

Capital risk management

The Target Group manages its capital to ensure that entities in the Target Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The Target Group's objective when managing capital is to maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term and to maintain an optimal capital structure to reduce the cost of capital.

Significant accounting policies

Details of the significant accounting policies and methods adopted for each class of financial asset, financial liability and equity instruments are disclosed in note 3.

Principal financial instruments

The principal financial instruments used by the Target Group, from which financial instrument risk arises, are as follows:

* Cash and cash equivalents
* Trade and other receivables (excluding prepayments and corporation tax)
* Trade and other payables (excluding corporation tax)

The Target Group held the following financial assets at each reporting date:

	2016 £	2015 £	2014 £
Loans and receivables
Trade and other receivables	21,672,079	18,532,192	15,710,943
Cash and cash equivalents	3,176,451	3,274,214	4,559,379
	24,848,530	21,806,406	20,270,322

The Target Group held the following financial liabilities at each reporting date:

	2016 £	2015 £	2014 £
Held at amortised cost
Trade and other payables	9,308,684	7,954,132	5,533,693
Non current other payables	209,494	157,551	236,987
	9,518,178	8,111,683	5,770,680

Financial risk management

The Target Group is exposed through its operations to the following financial risks:

* Interest rate risk
* Foreign exchange risk
* Credit risk
* Liquidity risk

The Target Group's policies for financial risk management are outlined below.

Interest rate risk

The Target Group is exposed to interest rate risk on cash and cash equivalents; however a sensitivity analysis has not been performed as potential movements on cash at bank balances are immaterial.

The Target Group gives careful consideration to interest rates when considering where to hold its excess cash. The Target Group directors believe that the interest rate risk is at an acceptable level.

Foreign exchange risk

The Target Group is exposed to foreign exchange risk on sales, purchases, and translation of assets and liabilities that are in a currency other than the functional currency (£ Sterling).

The Target Group does not enter into any currency hedging transactions and the Target Group's directors believe that the foreign exchange rate risk is at an acceptable level.

A sensitivity analysis has not been performed as the Target Group had no monetary assets or liabilities in a foreign currency at 31 December 2016 (2015: £nil).

Credit risk management

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Target Group. Credit risk arises principally from the Target Group's trade and other receivables and its cash balances. The Target Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk.

At reporting date the Target Group had no clients with outstanding balances over 10% of the total trade receivables balance.

The Target Group uses the following banks and they have at minimum a triple B rating: Barclays, HSBC, NatWest and Lloyds.

The Target Group holds no collateral as security against any financial asset. The carrying amount of financial assets recorded in the financial information, net of any allowances for losses, represents the Target Group's maximum exposure to credit risk.

Details of receivables from clients in arrears at each reporting date can be found in note 10 as can details of the receivables that were impaired during each period.

An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Management considers the above measures to be sufficient to control the credit risk exposure.

Liquidity risk management

Liquidity risk is the risk that the Target Group will not be able to meet its financial obligations as they fall due. The Target Group's approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or damage to the Target Group's reputation.

The Target Group's directors manage liquidity risk by regularly reviewing cash requirements by reference to short-term cash flow forecasts and medium term working capital projections prepared by management.

The Target Group maintains good relationships with its banks, which have high credit ratings.

The following table details the Target Group's remaining contractual maturity for its nonderivative financial liabilities with agreed maturity periods. The table has been drawn based on the undiscounted cash flows of the financial liabilities based on the earliest date on which the Target Group can be required to pay.

The tables include both interest payable and principal cash flows.

Maturity analysis for financial liabilities:

	Less than 1 year £	Between 1 to 5 years £	More than 5 years £	Total £
At 31 December 2016: Trade and other payables Non-current other payables	9,308,684	— 122,099	— 87,395	9,308,684 209,494
	9,308,684	122,099	87,395	9,518,178

16 Related party transactions

During the year the Target Group provided services of £398,104 (2015: £361,327, 2014: £495,754) to related parties. The transactions were included within revenue:

	2016	2015	2014
	£	£	£
Ashcourt Rowan Corporate Solutions Limited	69,292	4,680	—
CAMRADATA Analytical Services Limited	1,495	11,698	—
Punter Southall Defined Contribution Consulting
Limited	62,935	185,472	101,684
Psigma Investment Management Limited	17,408	16,644	11,548
PSFM Limited	28,933	4,345	16,351
Punter Southall Group Limited	92,684	2,407	36,049
PS Independent Trustees Limited	125,357	136,081	176,989
P-Solve Investments Limited	—	—	13,919
PS Independent Trustees (North East) Limited	—	—	30,060
Punter Southall LLC	—	—	109,154
	398,104	361,327	495,754

During the year the Target Group paid costs of £8,126,716 to related parties respectively (2015: £7,935,286; 2014 £6,324,515). The transactions were included within administrative expenses:

	2016 £	2015 £	2014 £
CAMRADATA Analytical Services Limited Punter Southall Defined Contribution Consulting	173,135	196,972	87,638
Limited	173,237	281,843	172,911
PSFM Limited	6,900	27,269	24,871
Punter Southall Group Limited	5,973,508	5,710,836	4,274,913
PS Independent Trustees Limited	44,027	112,434	239,625
PSFM SIPP Limited	—	670	—
Independent Transition Management Limited	1,749,071	1,378,973	1,319,320
Punter Southall Health and Protection Limited	5,470	49,039	3,653
Mannequin Insurance PCC Limited Cell PS17	1,368	177,250	190,800
P-Solve Investments Limited	—	—	10,784
	8,126,716	7,935,286	6,324,515

The following balances were owed by/(owed to) related parties at 31 December and were included in the statement of financial position:

	2016 £	2015 £	2014 £
Ashcourt Rowan Corporate Solutions Limited	—	46,780	—
CAMRADATA Analytical Services Limited Punter Southall Defined Contribution Consulting	—	(161,753)	(17,281)
Limited	(764,958)	(24,141)	38,813
Psigma Investment Management Limited	3,041	—	2,856
PSFM Limited	1,391	956	12,804
Punter Southall Group Limited	8,156,739	4,041,694	850,288
PS Independent Trustees Limited	64,676	36,963	55,726
Punter Southall Health and Protection Limited	(155,822)	—	(3,653)
Mannequin Insurance PCC Limited Cell PS17	(2,048,437)	(2,147,630)	1,777
Bonneysave Limited	(13,015)	2,102,528	2,253,761
PS Independent Trustees (North East) Limited	—	9,903	14,853
PSource Capital Limited	17	—	(20,000)
Risk Policy Administration Limited	(83,393)	—	—
Independent Transition Management Limited	(115,629)	(126,336)	1,232
Loan to Director	112,559	—	—
	5,157,169	3,778,964	3,191,176

Independent Transition Management Limited was an associated company of the Target Group, in which the Target Group had more than a 20% holding.

All other companies listed above are part of the PS Group, of which PS Topco is the ultimate Parent Company.

The loan to a director at the end of 2016 was repaid within nine months of the year end.

17 Contingent liabilities

During the normal course of business legal claims are made against the Target Group. Any expected liabilities would be provided for and included within provisions provided that a reasonable estimate could be made of the potential costs.

18 Dividends

Amounts recognised as distributions to equity holders in the year:

	2016	2015	2014
	£	£	£
Dividends paid in cash	9,000,000	10,000,000	6,000,000

19 Post balance sheet events

On 7 December 2017, the BGJ Deed of Apportionment was entered into pursuant to which Punter Southall Limited ceased to be a participating employer in respect of the BGJ DB Scheme and its liabilities in respect of the BGJ DB Scheme have been retained within (or transferred to) the PS Group under a statutory mechanism known as a ''flexible apportionment arrangement''. Under the BGJ Deed of Apportionment, Bonneysave Limited has taken over responsibility for all of Punter Southall Limited's liabilities to under or in connection with the BGJ DB Scheme.

UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP

SECTION A: UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The unaudited pro forma financial information of the Group in this Section A of this Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group) has been prepared to illustrate the effect of the Capital Raising, New Debt Facilities and the Acquisition on the consolidated income statement of the Group for the year ended 31 March 2017 as if the Capital Raising, New Debt Facilities and Acquisition had taken place on 1 April 2016 and the effect on the consolidated net assets of the Group as if the Capital Raising, New Debt Facilities and the Acquisition had occurred on 30 September 2017.

The following unaudited pro forma financial information is based on the consolidated financial information of the Group for the year ended 31 March 2017 and as at 30 September 2017 and the combined financial information of the Target Group as at and for the year ended 31 December 2016 and compiled on the basis set out in the notes below. The unaudited pro forma financial information has been prepared in a manner consistent with the accounting policies adopted by the Group for the year ending 31 March 2017 and in accordance with Annex II of the Prospectus Directive Regulation and rule 13.3.3R of the Listing Rules.

The information, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not purport to represent what the Enlarged Group's actual financial position or results of operations would have been if the Capital Raising, New Debt Facilities and Acquisition had been completed at the dates indicated, nor does it purport to represent the results of operations for any future period or financial position at any future date. It does not reflect the results of any purchase price allocation exercise, as any such exercise would be completed following the Acquisition. The adjustments within the unaudited Pro Forma Financial Information are expected to have a continuing impact on the Group unless otherwise stated.

The unaudited pro forma financial information does not constitute financial statements within the meaning of section 434 of the Companies Act.

Investors should read the whole of this document and not rely solely on the unaudited financial information in this Section A of this Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group).

PricewaterhouseCoopers LLP's report on the unaudited pro forma financial information is set out in Section B of this Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group).

Unaudited Pro Forma Statement of Net Assets

	Xafinity Group as at 30 September 2017 £'000	Target Group as at 31 December 2016 £'000	Capital Raising and New Debt Facilities £'000	Acquisition Adjustments £'000	Pro forma Enlarged Group £'000
	(Note 1)	(Note 2)	(Note 3)	(Note 4)
Assets
Non-current assets
Property, plant and equipment	1,173	—	—	—	1,173
Intangible assets Deferred tax assets	57,439 112	— 1,140	— —	145,432 (566)	202,871 686
	58,724	1,140	—	144,866	204,730
Current assets	—
Trade and other receivables Current income tax asset	12,287 —	21,673 —	— —	(8,374) —	25,586 —
Cash and cash equivalents	5,666	3,176	92,513	(95,696)	5,659
	17,953	24,849	92,513	(104,070)	31,245
Total assets	76,677	25,989	92,513	40,796	235,975
Liabilities
Non-current liabilities Loans and borrowings	28,592	—	29,944	—	58,536
Other payables	—	209	—	—	209
Retirement benefit liability	—	3,327	—	(3,327)	—
Deferred tax liabilities	6,245	—	—	—	6,245
	34,837	3,536	29,944	(3,327)	64,990
Current liabilities
Loans and borrowings Provisions for other liabilities	24	—	—	—	24
and charges	1,130	—	—	—	1,130
Trade and other payables	7,127	9,309	—	(3,214)	13,222
Current income tax liabilities	1,418	—	—	—	1,418
Derivative financial liabilities	—	—	—	—	—
	9,699	9,309	—	(3,214)	15,794
Total liabilities	44,536	12,845	29,944	(6,541)	80,784
Net assets	32,141	13,144	62,569	47,337	155,191

Note 1 – Xafinity Group

The net assets of the Xafinity Group have been extracted without material adjustment from the unaudited consolidated interim financial statements of the Xafinity Group for the period ended 30 September 2017, as prepared in accordance with IFRS as adopted by the European Union and incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity).

Note 2 – Target Group

The net assets of the Target Group have been extracted without material adjustment from the combined historical financial information of the Target Group for the financial year ended 31 December 2016, set out in Section B of Part 18 (Historical Financial Information relating to the Target Group). This financial information has been prepared in a manner consistent with the accounting policies adopted by the Xafinity Group for the year ending 31 March 2017.

Note 3 – Capital Raising and New Debt Facilities

The adjustment represents gross proceeds of £70 million from the Capital Raising, £29.9 million drawn down from the New Debt Facilities and estimated expenses incurred in connection with the Capital Raising, New Debt Facilities and the Acquisition of £7.4 million.

Note 4 – Acquisition Adjustments

The Xafinity Group will account for the Acquisition under IFRS by applying the purchase method. Under this method the cost of the Acquisition is the aggregate of the fair values, at the Acquisition date, of the asset and liabilities acquired. The identifiable assets and liabilities of the Acquisition will be measured initially at fair value at the Acquisition date. The excess of the cost of the Acquisition over the net fair value of the identifiable assets and liabilities is recognised as goodwill. A fair value exercise to allocate the purchase price will be completed following the Acquisition, therefore no account has been taken in the pro forma financial information of any fair value adjustments that may arise on Acquisition

The Consideration to be provided by the Xafinity Group is made up of the following items:

* Cash consideration of £92.5 million;
* Completion Shares of £42.0 million;
* Earn Out Shares of £10.0 million; and
* The sale of the Xafinity Group's HR Trustees business, of which the deemed consideration is £8.5 million.

The acquisition is to be made on a cash-free basis and will exclude any balances owed to or from the PS Group. The BGJ DB Scheme has been transferred prior to the date of this document. Net assets acquired will be adjusted for the following items:

* Removal of PS Group receivables of £8.4 million;
* Removal of PS Group payables of £3.2 million;
* Removal of Cash of £3.1 million; and
* Removal of the BGJ DB Scheme liability of £3.3 million and the associated deferred tax asset of £0.6 million.

The Goodwill arising on acquisition has been calculated as shown in the table below.

	£'000
Consideration
Cash	92,520
Completion Shares	42,000
Earn Out Shares	10,000
Deemed consideration in respect of the sale of the HR Trustees business *	8,480
Total Consideration	153,000
Net Assets acquired
Target group net assets	13,143
Less: Cash	(3,176)
Less: PS Group debtors	(8,374)
Less: PS Group creditors	3,214
Less: BGJ DB Scheme liability	3,327
Less: Deferred tax on BGJ DB Scheme liability	(565)
Net Assets acquired	7,568
Goodwill	145,432

* The HR Trustees business does not have separately identifiable net assets.

Note 5

In preparing the unaudited pro forma net assets statement no account has been taken of the trading or transactions of the Group since 30 September 2017 and the Target Group since 31 December 2016.

Unaudited Pro Forma Income Statement

	Xafinity Group for the year ended 31 March 2017 £'000	Target Group for the year ended 31 December 2016 £'000	Capital Raising and New Debt Facilities £'000	Acquisition Adjustments £'000	Pro forma Enlarged Group £'000
Revenue Administrative expenses	(Note 6) 52,038 (56,556)	(Note 7) 51,018 (40,382)	(Note 8) — (3,654)	(Note 9) (2,548) 1,601	100,508 (98,991)
Adjusted EBITDA – Earnings before interest, tax, depreciation and amortisation, share-based payment costs
and exceptional costs Share-based payment costs	17,463 (14,314)	11,050 (336)	— —	(947) —	27,566 (14,650)
Exceptional items	(2,959)	(78)	(3,654)	—	(6,691)
Depreciation of tangible assets	(631)	—	—	—	(631)
Amortisation of software	(361)	—	—	—	(361)
Amortisation of acquired
intangibles	(3,716)	—	—	—	(3,716)
Profit from operating
activities	(4,518)	10,635	(3,654)	(947)	1,516
Finance income	475	75	—	—	550
Finance costs	(9,121)	(80)	(716)	—	(9,917)
Profit before tax	(13,164)	10,631	(4,370)	(947)	(7,850)
Income tax	373	113	136	—	622
Profit after tax	(12,791)	10,744	(4,234)	(947)	(7,228)

Note 6 – Xafinity Group

The financial information of the Xafinity Group has been extracted without material adjustment from the audited consolidated financial statements of the Xafinity Group for the financial year ended 31 March 2017, as prepared in accordance with IFRS as adopted by the European Union and incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity) of this document.

Note 7 – Target Group

The financial information of the Target Group has been extracted without material adjustment from the combined financial information of the Target Group for the financial year ended 31 December 2016 as set out in Section B of Part 18 (Historical Information relating to the Target Group) and which has been prepared in a manner consistent with the accounting policies adopted by the Group.

Note 8 – Capital Raising and New Debt Facilities

In connection with the Capital Raising, New Debt Facilities and the Acquisition an estimated £7.4 million of transaction costs will be incurred. It is estimated that £3.7 million of these will be expensed in the Income Statement and the remaining £3.7 million will be offset against equity. There is expected to be no tax impact of the fees.

In connection with the additional draw down on the New Debt Facilities, an incremental estimated interest charge of £0.7 million will be incurred. The estimated tax impact of the incremental interest is £0.1 million based on a tax rate of 19 per cent.

Note 9 – Acquisition Adjustments

As a result of it being sold as part of the consideration, financial information of the HR Trustees business for the year ended 31 March 2017, extracted from Xafinity Group financial records, have been removed from the pro forma Enlarged Group income statement.

Following the Acquisition, as set out in note 4, the Group is yet to perform an exercise to allocate the purchase price to the identified assets and liabilities, which will include any identified intangible assets subject to amortisation. The related annual amortisation charge of those assets will result in a reduction to operating profit and earnings per share in future periods. As this fair value exercise has not yet been undertaken, no account has been taken in the pro forma of any additional amortisation charges that may arise following the Acquisition.

As a result, the only Acquisition related adjustments in the pro forma income statement relate to the removal of HR Trustees.

Note 10

In preparing the unaudited pro forma income statement no account has been taken of the trading or other transactions of the Group since 31 March 2017 and of the Target Group since 31 December 2016.

SECTION B: ACCOUNTANT'S REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The Directors Xafinity plc Phoenix House 1 Station Hill Reading Berkshire RG1 1NB

Deloitte LLP (the ''Sponsor'')

Deloitte LLP 2 New Street Square London EC4A 3BZ

7 December 2017

Dear Sirs

Xafinity plc (the ''Company'')

We report on the unaudited pro forma financial information (the ''Pro Forma Financial Information'') set out in section A of Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group) of the Company's combined prospectus and circular dated 7 December 2017 (the ''Investment Circular'') which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the Capital Raising, New Debt Facilities and Acquisition (as defined in the Investment Circular) might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ended 30 September 2017. This report is required by item 20.2 of Annex I to the PD Regulation and rule 13.3.3R of the Listing Rules of the UK Listing Authority (the ''Listing Rules'') and is given for the purpose of complying with that PD Regulation and Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with Item 20.2 of Annex I to the PD Regulation and item 13.3.3R of the Listing Rules. It is our responsibility to form an opinion, as required by item 20.2 of Annex I to the PD Regulation and rule 13.3.3R of the Listing Rules as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation and item 13.4.1R (6) of the Listing Rules, consenting to its inclusion in the Investment Circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion

a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of the Investment Circular and we declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Investment Circular in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

UK TAXATION

The following statements do not constitute tax advice, are not exhaustive and are intended as a general guide to potential investors in the New Ordinary Shares and Shareholders only, based on current UK law and regulations and the current HM Revenue & Customs published practice (which are both subject to change at any time, possibly with retrospective effect). As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment is made in the Company will endure.

The following statements relate only to certain limited aspects of the UK taxation treatment of Shareholders and are intended to apply only, except to the extent stated below, to persons who are or may become resident and, in the case of individuals, domiciled or deemed domiciled only in the UK for UK tax purposes, who are absolute beneficial owners of the Ordinary Shares and any dividends paid on them (otherwise than through an investment wrapper such as an Individual Savings Account or a Self-Invested Personal Pension) and who hold the Ordinary Shares as investments (and not as securities to be realised in the course of a trade). They may not apply to certain Shareholders, such as dealers in securities, insurance companies and collective investment schemes, Shareholders who are exempt from taxation and Shareholders who have (or are deemed to have) acquired their Ordinary Shares by virtue of an office or employment. Such persons may be subject to special rules.

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

UK taxation of dividends

(a) General

The Company will not be required to withhold amounts on account of UK tax at source when paying a dividend.

(b) Individual shareholders

Shareholders who are resident and domiciled or deemed domiciled in the UK for taxation purposes may, depending on their circumstances, be liable to UK income tax in respect of dividends paid by the Company.

An individual Shareholder resident (for tax purposes) in the UK will not be subject to income tax on a dividend which he or she receives from the Company if the total amount of dividend income received by the individual in the tax year (including the dividend from the Company) does not exceed an annual dividend allowance of £5,000, which will be taxed at a nil rate (the ''Nil Rate Amount''). Under the Finance (No.2) Act 2017, which received Royal Assent on 16 November 2017, the Nil Rate Amount will reduce to £2,000 for dividends received on or after 6 April 2018.

In determining the income tax rate or rates applicable to a UK resident individual Shareholder's taxable income, dividend income is treated as the highest part of his or her income. All dividend income, including dividend income that falls within the Nil Rate Amount, will count towards the basic or higher rate limits (as applicable), which may affect the rate of tax due on any dividend income in excess of the Nil Rate Amount.

To the extent that a UK resident individual Shareholder's dividend income for the tax year exceeds the Nil Rate Amount and, when treated as the highest part of his or her income, falls above the individual's personal allowance but below the basic rate limit, the individual Shareholder will be subject to tax on that dividend income at the dividend basic rate of 7.5 per cent (2017/18). To the extent that such dividend income falls above the basic rate limit but below the higher rate limit, the individual Shareholder will be subject to tax on that dividend income at the dividend upper rate of 32.5 per cent (2017/18). To the extent that such dividend income falls above the higher rate limit, the individual Shareholder will be subject to tax on that dividend income at the dividend additional rate of 38.1 per cent (2017/18).

(c) Corporate shareholders

A UK resident corporate Shareholder (which is not a ''small company'' for the purposes of the UK taxation of dividends legislation in Part 9A of the Corporation Tax Act 2009) will be liable to UK corporation tax (currently at a rate of 19 per cent from 1 April 2017, and reducing to 17 per cent from 1 April 2020) unless the dividend falls within one of the exempt classes set out in Part 9A. Examples of exempt classes (as defined in Chapter 3 of Part 9A of the Corporation Tax Act 2009) include dividends paid on shares that are ''ordinary shares'' (that is, shares that do not carry any present or future preferential right to dividends or to the Company's assets on its winding up) and which are not ''redeemable'', and dividends paid to a person holding less than 10 per cent of the issued share capital of the payer (or any class of that share capital in respect of which the distribution is made). However, the exemptions are not comprehensive and are subject to antiavoidance rules.

(d) Non-UK Shareholders

Non-UK resident Individual Shareholders who receive a dividend from the Company are treated as having paid UK income tax on their dividend income at the dividend ordinary rate (7.5 per cent.). Such income tax will not be repayable to a non-UK resident Individual Shareholder. A non-UK resident Shareholder is not generally subject to further UK tax on dividend receipts.

A non-UK resident Individual Shareholder may also be subject to taxation on dividend income under local law, in their country or jurisdiction of residence and/or citizenship. A shareholder who is not solely resident in the UK for tax purposes should consult his own tax advisers concerning his tax liabilities (in the UK and any other country) on dividends received from the Company in respect of liability to both UK taxation and taxation of any other country of residence or citizenship.

UK taxation of chargeable gains

Firm Placing, Placing and Open Offer

(a) Existing Shareholders

To the extent that existing Shareholders acquire new Ordinary Shares pursuant to the Firm Placing, Placing and Open Offer, this will not be regarded as a reorganisation of the Company's share capital for the purposes of UK taxation of chargeable gains. Accordingly such an acquisition of new Ordinary Shares will instead be treated as a separate acquisition of shares.

For both corporate and individual shareholders, the New Ordinary Shares should be pooled with their existing Ordinary Shares (provided the shares are of the same class) and the share identification rules will apply on a future disposal. For the purposes of calculating the indexation allowance (only in the case of corporate shareholders) on a subsequent disposal of Ordinary Shares, the amount paid will generally be taken into account only from the time that the payment was made.

To the extent that the Ordinary Shares are offered at a discount, shareholders may be regarded as having a part-disposal of their existing shareholding when they take up shares under the open offer.

(b) New Shareholders.

For the purposes of UK tax on chargeable gains, the amounts paid by a Shareholder for Ordinary Shares under the Firm Placing, Placing and Open Offer will generally constitute the base cost of his holdings in those Ordinary Shares.

General

A disposal or deemed disposal of Ordinary Shares by a Shareholder who is (at any time in the relevant UK tax year) resident in the UK for tax purposes may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains depending upon the Shareholder's circumstances and subject to any available exemption or relief.

(a) Individual Shareholders

Where an individual Shareholder who is resident in the UK for tax purposes disposes of Ordinary Shares at a gain, capital gains tax will be levied to the extent that the gain (together with other chargeable gains realised in the same tax year) exceeds the annual exemption (£11,300 for 2017/ 18) and after taking account of any capital losses or exemptions available to the individual. Capital gains tax at the rate of 10 per cent (to the extent the gain falls within the basic rate band) or 20 per cent (to the extent the gain falls within the higher or additional rate band) will be payable on any gain on the disposal of Ordinary Shares (2017/18).

(b) Corporate Shareholders

Where a Shareholder is within the charge to corporation tax, a disposal or deemed disposal of Ordinary Shares may give rise to a chargeable gain for the purposes of UK corporation tax at the rate of corporation tax applicable to that Shareholder (currently 19 per cent with effect from 1 April 2017, and reducing to 17 per cent from 1 April 2020) or an allowable loss, depending on the circumstances and subject to any available exemption or relief. Indexation allowance may reduce the amount of chargeable gain by increasing the chargeable gains tax base cost of an asset that is subject to corporation tax, but may not create or increase any allowable loss.

There was an announcement in the Autumn Budget 2017 on 22 November 2017 that indexation allowance would be removed from 1 January 2018, resulting in indexation applying from month of acquisition to December 2017, regardless of actual date of disposal of the asset. This measure has just been announced and legislation has not been enacted to implement the change.

(c) Non-UK resident Shareholders

A Shareholder who is an individual and who is only temporarily resident outside the UK for UK tax purposes at the date of a disposal of Ordinary Shares may be liable to UK tax on chargeable gains on becoming resident in the UK again in respect of disposals made while he or she was temporarily resident outside the UK, depending on the circumstances and subject to any available exemption or relief.

A Shareholder who is not resident in the UK (and, in the case of an individual, is not merely temporarily resident outside the UK) will not normally be liable to UK tax on chargeable gains realised on a disposal of Ordinary Shares unless such Shareholder carries on:

* (in the case of a Shareholder who is an individual) a trade, profession or vocation in the UK through a branch or agency and the Ordinary Shares either have been used in or for the purposes of the trade, profession or vocation, or have been used or held for the purposes of the branch or agency, or acquired for use by or for the purposes of the branch or agency; or
* (in the case of a Shareholder which is a company) a trade in the UK through a permanent establishment and the Ordinary Shares either have been used in or for the purposes of the trade carried on through the permanent establishment, or have been used or held for the purposes of the permanent establishment or acquired for use by or for the purposes of the permanent establishment.

UK stamp duty and SDRT

The comments in this section relating to stamp duty and SDRT apply whether or not a Shareholder is resident or domiciled in the UK. These comments are intended as a guide to the general UK stamp duty and SDRT position and do not apply to certain persons such as market makers, brokers, dealers or intermediaries or to share transfers to or within clearance services (other than CREST) or depositary receipt systems.

(a) Issue of New Ordinary Shares

No stamp duty or SDRT will be payable on the issue, allotment or registration of New Ordinary Shares pursuant to the Capital Raising.

(b) Subsequent dealings in Ordinary Shares

The transfer on sale of Ordinary Shares held in certificated form outside the CREST system will generally be subject to stamp duty on the instrument of transfer at the rate of 0.5 per cent of the amount or value of the consideration for the transfer of the Ordinary Shares (rounded up to the nearest multiple of £5). An exemption from stamp duty is available on an instrument transferring 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 by the instrument does not form part of a larger transaction or series of transactions for which the aggregate amount or value of the consideration exceeds £1,000. Stamp duty is normally paid by the purchaser of the shares.

An unconditional 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 for the Ordinary Shares. However, where, within six years of the date of the agreement or, in the case of a conditional agreement, within six years of the date of the agreement becoming unconditional, an instrument of transfer is executed and duly stamped or certified as exempt, and any stamp duty due is paid on that instrument, the SDRT liability will automatically be cancelled and any SDRT which has been paid may generally be reclaimed (generally, but not necessarily, with interest). SDRT is normally the liability of the purchaser of the shares.

Paperless transfers of Ordinary Shares within CREST will generally be subject 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 system. Deposits of Ordinary Shares held in certificated form into CREST will generally not be subject to SDRT or stamp duty, unless the transfer into CREST is itself made for consideration in money or money's worth, in which case a liability to SDRT will arise usually at the rate of 0.5 per cent of the amount of value of the consideration.

DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

1 Directors and senior management

On Completion, the Board will comprise five Executive Directors and four Non-Executive Directors. The Proposed Directors will be appointed to the Board with effect from Completion.

1.1 Xafinity Directors

The following table lists the names, ages and positions of the Xafinity Directors:

Name	Position	Age
Tom Cross Brown	Independent Non-Executive Chairman	69
Ben Bramhall	Co-Chief Executive Officer	40
Paul Cuff	Co-Chief Executive Officer	41
Mike Ainslie	Chief Financial Officer	55
Jonathan Bernstein	Head of Pensions	49
Margaret Snowdon OBE	Independent Non-Executive Director	62
Alan Bannatyne	Independent Non-Executive Director	47

The business address of each of the Xafinity Directors is (and, for each of the Proposed Directors, will with effect from Completion be) Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB.

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

Tom Cross Brown (Independent Non-Executive Chairman)

Tom Cross Brown was appointed Chairman of Xafinity in January 2017. He is currently nonexecutive Deputy Chairman of Just Group plc (formerly Just Retirement Group plc, of which he also previously served as Chairman), a non-executive director of Artemis Alpha Trust plc and a non-executive member of the Management Committee of Artemis Investment Management LLP. Until 2003, he was chief executive officer of ABN AMRO Asset Management. Prior to joining ABN AMRO Asset Management in 1997, he spent 21 years at Lazard Brothers & Co., Limited, latterly as chief executive officer of Lazard Brothers Asset Management from 1994 to 1997. He was non-executive Chairman of Pearl Assurance plc from 2005 to 2009. Tom is Chairman of the Nomination Committee, and a member of the Audit and Remuneration Committees.

Ben Bramhall (Co-Chief Executive Officer)

Ben is a senior actuary with around 20 years' experience in the pensions industry and advises a wide range of trustees and corporate sponsors on all matters relating to pension provision. Ben joined Xafinity in April 2014, and is primarily responsible for the day-to-day operations of the business. This covers the provision of services to Xafinity's existing clients, revenue generation and the Group's people agenda. Since joining Xafinity in April 2014, he has played a key role in the development and implementation of the strategy for Xafinity as well as the hiring of key staff and development of new services and infrastructure. Ben joined Xafinity from KPMG in London where he played a key role in its development from a small team to one of the leading providers of corporate pensions advisory services.

Paul Cuff (Co-Chief Executive Officer)

Paul, who is a qualified actuary with almost 20 years' experience in the pensions industry, is Co-Chief Executive Officer alongside Ben Bramhall. Paul was a partner at KPMG for eight years, and joined Xafinity in October 2016. Immediately prior to joining Xafinity, Paul was head of the KPMG London pensions team, where he was instrumental in growing the London pensions business. Paul is primarily responsible for raising the profile of Xafinity in the market and generating new business. This covers both growing the client base in the Group's traditional service areas and the development of new service offerings to help clients meet the challenges they face as the market evolves. Paul is also responsible for the Group's strategy with regard to acquisitions and investment, including, for example, the development of technology.

Mike Ainslie (Chief Financial Officer)

Mike is a Chartered Accountant who, on leaving the profession, spent 18 years in Corporate Banking working for a US bank. His roles included Head of Audit, CFO and COO for the bank's international operations. For the last 10 years he has worked as CFO or COO for a number of fast-growing companies owned by private equity or other investment firms. The industries covered include: life insurance; anti-money laundering due diligence; offshore company formation and administration and social media analytics (SaaS). Mike joined Xafinity in October 2015 and, as CFO, Mike is responsible for the finance, legal and compliance functions of the Group.

Jonathan Bernstein (Head of Pensions)

Jonathan is a senior actuary with over 25 years' experience in the pensions industry. He joined Xafinity in June 2015 and was made Head of Pensions at Xafinity Consulting in January 2016. Jonathan is responsible for the pensions consulting/actuarial, investment and administration businesses, as well as wider business matters. His main responsibility is to ensure that there is effective management of the pensions business at all six locations of the wider group where such business is carried on, so that the business runs efficiently and as ''one team'' of highly motivated staff and that Xafinity's strategy is successfully implemented. Jonathan provides advice on all aspects of UK pension schemes for some of Xafinity's largest clients. Prior to joining Xafinity, Jonathan was a senior partner at Mercer, UK. He has extensive experience of operational management, having run Mercer's Tower Retirement Unit for approximately five years before taking on a regional management role. His last role at Mercer was as UK Chief Actuary, where Jonathan managed commercial risks across Mercer's Retirement Consulting business as well as leading on all aspects of professionalism and quality for approximately 500 qualified and trainee actuaries.

Margaret Snowdon OBE (Independent Non-Executive Director)

Margaret is a pensions professional and experienced non-executive director. She is a nonexecutive director of the Pensions Regulator and a non-executive member of the Phoenix Group With Profits Committee. She previously held partner and director level positions with leading employee benefit consultancies, as well as running her own pensions management consulting business. She is Chairman of the Pensions Administration Standards Association and also Chair of the Monitoring Board on Incentive Exercises and chairs the Pension Liberation Industry Group that developed the Combating Pension Scams Code of Good Practice. She is a Governor and member of the Council of the Pensions Policy Institute and is a Fellow and former Vice President of the PMI as well as Fellow and past Chairman of The Pensions Advisory Service. She was recently appointed by HM Treasury as an independent member of the Steering Group for the national Pensions Dashboard. She recently joined the Transparency Task Force to focus on costs and charges borne by members and trustees and is a Charter Partner of the newly formed Retirement Income Alliance, an independent organisation set up to help people make well informed decisions around their finances for later life. Margaret was appointed an OBE in 2010 and has, uniquely, for six years running been named as one of the Top 50 Influential People in Pensions and was awarded for her outstanding contribution to the pensions industry by the PMI in 2012. In 2013 she was listed as one of the Top 100 Women in Finance in Europe and in 2014 was named Pensions Personality of the Year.

Alan Bannatyne (Independent Non-Executive Director)

After qualifying as a Chartered Accountant with Deloitte & Touche, Alan was Commercial Manager of Primecom and then Financial Director of Foresight, both subsidiaries of Primedia, a listed South African Media Group. Alan joined Robert Walters plc as Group Financial Controller in September 2002 and was appointed to the Board of Robert Walters plc as Group Finance Director in March 2007.

1.2 Proposed Directors

The following table lists the names, ages and positions of the Proposed Directors:

Name Position (from Completion)		Age
John Batting	Executive Director	59
Jonathan Punter	Non-Executive Director	60

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

John Batting (Executive Director from Completion)

John Batting is the chief executive officer of Punter Southall Limited and has 37 years of experience in the actuarial profession. John is a Scheme Actuary under the requirements of the Pensions Act 1995 whose specialist area of practice is acting as an actuary to a variety of pension schemes. He also provides general pensions and investment advice to both trustees and sponsoring companies, and has acted as an expert witness on pension matters. He was one of the four founders of BGJ & Co Limited, which was established in 1993 and subsequently merged with PS Group in 2002.

Jonathan Punter (Non-Executive Director from Completion)

Jonathan Punter is PS Group's chief executive officer and is one of the founders of PS Group. Jonathan has 39 years of experience in the actuarial profession, with particular expertise in the areas of UK pensions and investment strategy. Jonathan is also one of PS Group's specialists on the issues surrounding pensions in mergers, buy-outs and due diligence deals. He is a Fellow of the Institute of Actuaries, a Scheme Actuary and makes regular contributions to the profession, including as a speaker at seminars and conferences.

1.3 Senior Managers

Name	Position	Age
Robert Birmingham	Actuary	67
Andrew Bowsher	Head of SSAS and SIPP division	50
Neil Macbeth	Head of Reading Actuarial and Consulting	46
John Burns	Head of Leeds Actuarial and Consulting	55
Dave Hodges	Head of NPT business	52

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

Robert Birmingham (Actuary)

A graduate of Glasgow University (BSc), Robert started his career in pensions and insurance in 1971. He qualified as a Fellow of the Faculty of Actuaries in 1978, joining Hogg Robinson in January 1985 where he held various senior positions before becoming Managing Director of the Company upon its foundation in 1998. Robert was made Executive Chairman of the Company in 2013. Robert is a senior actuary and provides advice on all aspects of UK pension schemes to employers and trustees. Robert is a former President of the Society of Pension Consultants.

Andrew Bowsher (Head of SSAS and SIPP division)

Andy Bowsher is the FCA CF1 Approved Person for the SSAS and SIPP pensions business at Xafinity, responsible for products, marketing, sales, administration, acquisitions and profit and loss performance. He has worked in the pensions industry for 30 years, holding a number of senior operational and programme management roles at Prudential UK, before moving to their Asia HQ in Hong Kong. He joined Xafinity in 2008 to drive the launch of its SIPP business, and through a number of successful acquisitions has grown Xafinity to a top 5 UK SSAS provider.

Neil Macbeth (Head of Reading Actuarial and Consulting)

Neil Macbeth is head of the Reading actuarial and consulting team at Xafinity. Neil has been with the business for nearly 20 years. Originally he was responsible for the Reading consulting team before heading up the combined actuarial and consulting team in 2014. Neil was previously at Aon where he undertook a number of client consulting roles. Neil provides advice to a number of Xafinity's key clients on all aspects of UK pensions and group risk benefits.

John Burns (Head of Leeds Actuarial and Consulting)

John Burns has over 30 years of pensions consulting experience and is head of Xafinity's operations in Leeds. John qualified as an actuary with R Watson & Sons (now Willis Towers Watson) and also worked for PwC before moving to Xafinity. In addition to his managerial responsibilities, John continues to provide advice on all aspects of UK pension schemes to a wide variety of clients.

Dave Hodges (Head of NPT business)

Dave Hodges is the Xafinity Group's recently-hired Head of NPT. Dave has 30 years of experience in the DC industry, notably at Zurich where he was closely involved in the growth of a large occupational pensions business. Dave was a founding senior manager of the Corporate Pensions business, served on both the UK and International Corporate Savings business Executives and served as a Board Director to two Zurich UK subsidiaries.

1.4 Proposed Senior Managers

Name	Position (from Completion)	Age
David Watkins	Co-Head of Pensions Administration Business	46
Richard Thomas	Co-Head of Pensions Administration Business	56

David Watkins (Co-Head of Pensions Administration Business)

David Watkins is the Managing Director of the Pensions Administration business and has 28 years of pensions administration experience. David joined the PS Group in January 2009 as the Head of Operations for the Wokingham office, before being appointed as the Managing Director in July 2015. Prior to joining the PS Group, David worked for Prudential, Mercer, Invesco Perpetual and JLT, and is an experienced administration and pensions practitioner.

Richard Thomas (Co-Head of Pensions Administration Business)

A graduate of the universities of Oxford (MA Hons) and INSEAD (MBA), Richard started his career in management consultancy following which he joined HM Treasury as a civil servant. He qualified as a chartered psychologist in 1990. He has worked in the pensions industry for 18 years, first as a partner at Lane Clark & Peacock LLP, then joining the PS Group in 2007 to lead the pensions administration business.

2 Corporate governance

The UK Corporate Governance Code sets out standards of good practice in relation to leadership and effectiveness, remuneration, accountability and relations with shareholders. Except for smaller companies (i.e. companies that are below the FTSE 350), the UK Corporate Governance Code recommends that at least half the board of directors of a UK listed company (excluding the chairman) should comprise ''independent'' non-executive directors, being individuals determined by the board of directors to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the directors' judgement. A smaller company should have at least two independent non-executive directors (excluding the chairman). It also recommends that a UK company's remuneration and audit committees should comprise at least three independent non-executive directors (which may include the independent non-executive chairman), and that its nomination committee should comprise a majority of independent directors.

2.1 Board composition and independence

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

Currently, the Board is composed of seven members, including the Chairman, four Executive Directors and two independent Non-Executive Directors; and, with effect from Completion, it is proposed that the Board be composed of nine members, including the Chairman, five Executive Directors and three independent Non-Executive Directors.

The UK Corporate Governance Code recommends that a chairman should meet the independence criteria set out in the UK Corporate Governance Code on appointment. In the Board's view, Tom Cross Brown remains an independent chairman for UK Corporate Governance Code purposes.

The UK Corporate Governance Code also recommends that the Board should appoint one of the independent Non-Executive Directors as senior independent director (the ''SID''). The SID should be available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive Officer or other Executive Directors has failed to resolve or for which such channels of communication are inappropriate. Alan Bannatyne is the Company's SID.

The Company complies with the recommendations of the UK Corporate Governance Code for a company of its size. As was the case at IPO Admission, it is the Company's current intention that each of the Directors will stand for re-election on an annual basis. The Board intends to ensure that the Company continues to comply fully with the UK Corporate Governance Code and will continue to report to Shareholders on such compliance in accordance with the Listing Rules.

2.2 Board committees

As envisaged by the UK Corporate Governance Code, the Board has established nomination, remuneration and audit and risk committees, with formally delegated duties and responsibilities, and written terms of reference which will be made available on the Company's website. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

2.2.1 Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including monitoring the integrity of the Company's financial statements, monitoring and reviewing the extent of the non-audit work undertaken by external auditors, advising on the appointment, re-appointment, removal, remuneration and terms of engagement of external auditors and reviewing the effectiveness of the Company's internal audit activities, internal controls and risk management systems. The Audit and Risk Committee is also responsible for providing oversight and advice to the Board in relation to current and potential risk exposures of the Group and future risk strategy, reviewing and approving various formal reporting requirements and promoting a risk awareness culture within the Group.

The Audit and Risk Committee reports to the Board on how it has discharged its responsibilities and, separately, an individual section of the annual report will describe the work of the Audit and Risk Committee. Where requested by the Board, the Audit and Risk Committee will also review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

In addition, the responsibilities of the Audit and Risk Committee include:

* advising the Board on the Company's risk strategy, risk policies and current risk exposures, including any prudential risks;
* overseeing the implementation and maintenance of the overall risk management framework and systems; and
* reviewing the Company's risk assessment processes and capability to identify and manage new risks.

The UK Corporate Governance Code recommends that the Audit and Risk Committee should comprise at least three members, who should all be independent Non-Executive Directors, and that at least one member should have recent and relevant financial experience. The membership of the Company's Audit and Risk Committee comprises three members, all of whom are independent Non-Executive Directors, namely Tom Cross Brown, Margaret Snowdon OBE and Alan Bannatyne. Alan Bannatyne, an independent Non-Executive Director, is considered by the Board to have recent and relevant financial experience and is chairman of the Audit and Risk Committee. The Company considers that it complies with the recommendations of the UK Corporate Governance Code regarding the composition of the Audit and Risk Committee.

The Audit and Risk Committee formally meets at least four times per year and otherwise as required. The Audit and Risk Committee considers and makes recommendations to the Board to be put to Shareholders for approval at the Company's annual general meeting in relation to the appointment, re-appointment and removal of the external auditor. The Audit and Risk Committee should satisfy itself that there are no relationships between the Company and the external auditor which could adversely affect the auditor's independence and objectivity. At least once every ten years, the Audit Committee is required to ensure the audit services contract is put out to tender. The Group's Chief Financial Officer and the external auditor are invited to attend meetings on a regular basis and other non-members of the Audit and Risk Committee may be invited to attend as and when appropriate and necessary.

2.2.2 Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration and has responsibility for setting the remuneration policy for each of the Executive Directors and the Chairman, including pension rights and any remuneration package, and recommending and monitoring the level of remuneration for senior management below Board level.

The UK Corporate Governance Code provides that the Remuneration Committee should comprise at least three members, all of whom are independent non-executive directors. The membership of the Company's Remuneration Committee currently comprises three members, all of whom are independent Non-Executive Directors, namely Tom Cross Brown, Margaret Snowdon OBE and Alan Bannatyne. The chairman of the Remuneration Committee is Margaret Snowdon OBE. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Remuneration Committee.

The Remuneration Committee meets formally at least twice each year and otherwise as required. The remit of the Remuneration Committee is to consider all material elements of remuneration policy, remuneration and incentives of Executive Directors and senior management with reference to independent remuneration research and professional advice, where necessary, in accordance with the UK Corporate Governance Code and associated guidance. The Remuneration Committee is also responsible for approving the design of, and determining targets for, any performance related pay schemes including under the Company's bonus and incentive arrangements. In accordance with the committee's terms of reference, no Director may participate in discussions relating to his or her own terms and conditions of remuneration. Non-Executive Directors' fees are determined by the full Board, or, where required by the Articles, the Shareholders.

2.2.3 Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board, performance of Board members, induction of new directors, appointment of committee members and succession planning for senior management. The Nomination Committee is responsible for evaluating the balance of skills, knowledge, diversity and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board on such matters. The Nomination Committee prepares a description of the role and capabilities required for a particular appointment.

The UK Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent Non-Executive Directors. The Company's Nomination Committee currently comprises three members, all of whom are independent Non-Executive Directors, namely Tom Cross Brown, Margaret Snowdon OBE and Alan Bannatyne. The chairman of the Nomination Committee is Tom Cross Brown. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Nomination Committee.

The Nomination Committee meets formally at least twice a year and otherwise as required. The duties and activities of the Nomination Committee during each year are disclosed in the Company's annual report.

The principal duties of the Nomination Committee include the following:

* to review regularly the structure, size and composition of the Board (including the skills, knowledge and experience) and make recommendations to the Board with regard to any changes;
* to identify, nominate and recommend for the approval of the Board, appropriate candidates to fill Board vacancies as and when they arise;
* to evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
* to satisfy itself with regard to succession planning that processes and plans are in place with regard to both Board and senior management appointments;
* to review annually the time required to fulfil the role of Chairman, Senior Independent Director and each Non-Executive Director and use performance evaluation to assess whether the Non-Executive Directors have devoted sufficient time to their duties;
* to recommend the re-election (or not) by Shareholders of any Director under the retirement and re-election provisions in the Company's Articles of Association;
* to make a statement in the Annual Report about its activities and the process used for appointments and explain if external advice or open advertising has not been used;
* to make its terms of reference publicly available; and
* to ensure that on appointment to the Board, Non-Executive Directors receive formal written terms of appointment.

2.3 Share dealing code

The Company has adopted a code on dealings in relation to the securities of the Group which is based on, and is at least as rigorous as, the model code formerly contained in the Listing Rules updated as appropriate to reflect the recent coming into force of the Market Abuse Regulations. The Company requires the Directors, other persons discharging managerial responsibilities within the Group, and, in addition, requires for the period of one year from IPO Admission, all members of staff, to comply with the Company's securities dealing code, and the Company has undertaken to take all proper and reasonable steps to secure their compliance.

ADDITIONAL INFORMATION

1 Responsibility

The Company and the Directors (comprising the Xafinity Directors and the Proposed Directors, each of whose names appears on page 43 of this document) accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

2 Incorporation and place of business

2.1 The Company was duly incorporated and registered (on 2 November 2012) as a private limited company in England and Wales under the Companies Act 2006 of England and Wales under the name Xafinity Group Holdings (Reading) Limited with registered number 08279139. The principal legislation under which the Company operates and the Ordinary Shares have been created is the Companies Act. The Company was re-registered as a public limited company in England and Wales under the Companies Act under the name of Xafinity plc on 6 February 2017 and adopted new articles of association for a public limited company.
2.2 The registered office and the principal place of business in the United Kingdom of the Company is at Phoenix House, 1 Station Hill, Reading RG1 1NB (telephone number 0118 918 5000 or, if dialling from outside the United Kingdom, +44 (0) 118 918 5000).
2.3 The business of the Company, and its principal activity, is to act as the ultimate holding company of the Group.

3 Share capital of the Company

3.1 Share capital history

3.1.1 On incorporation, the Company had two ordinary shares of £0.01 each.
3.1.2 By the passing of resolutions dated 20 February 2013, the Company's directors were granted authority to allot shares with a nominal value of up to £1,005,000.
3.1.3 By the passing of a resolution dated 20 February 2013, the two ordinary shares of £0.01 each were re-designated as two A ordinary shares of £0.01 each (the ''A Ordinary Shares''), following which the Company increased its share capital as set out below (on 20 February 2013) and, on the same date, allotted:
3.1.3.1 73,512,198 A Ordinary Shares;
3.1.3.2 380,400 B ordinary shares of £0.01 each (the ''B Ordinary Shares'')
3.1.3.3 17,000,000 C ordinary shares of £0.01 each (the ''C Ordinary Shares''); and
3.1.3.4 317,000 D ordinary shares of £0.01 each (the ''D Ordinary Shares'').
3.1.4 On 9 January 2014, the Company's directors' authority to allot shares was updated, granting them authority to allot shares with a nominal value of up to £1,032,146, following which, on 10 January 2014, the Company issued 4,750,000 C Ordinary Shares and 2,844,000 D Ordinary Shares.
3.1.5 On 24 June 2014, the Company issued 1,500,000 C Ordinary Shares and on 26 June 2014 the Company issued a further 1,000,000 C Ordinary Shares and 161,000 D Ordinary Shares.
3.1.6 On 6 January 2015, the Company issued 750,000 C Ordinary Shares.
3.1.7 On 9 June 2015, the Company's directors' authority to allot shares was further updated, granting them authority to allot shares with a nominal value of up to £1,069,336, following which, on 12 June 2015, the Company issued 1,372,000 D Ordinary Shares and on 13 June 2015 the Company issued 1,000,000 C Ordinary Shares.
3.1.8 On 29 June 2015, the Company issued 2,347,000 D Ordinary Shares.
3.1.9 By resolutions passed on 16 March 2016, the share capital of the Company was reduced from £1,069,336 to £37,426.76 by the cancellation of 103,190,924 shares (being A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares). Following the capital reduction, there were:
3.1.9.1 2,572,927 A Ordinary Shares;
3.1.9.2 13,314 B Ordinary Shares;
3.1.9.3 910,000 C Ordinary Shares; and
3.1.9.4 246,435 D Ordinary Shares.
3.1.10 Also on 16 March 2016, and following the capital reduction referred to above, the Company issued a further 228,501 D Ordinary Shares.
3.1.11 By resolutions passed on 20 December 2016, various dividends were paid by various companies within the Group through the corporate structure, with the final dividend being paid to the Company. The dividend payments were made in order to clear negative reserves within the corporate structure.
3.1.12 By resolutions passed on 3 February 2017, the Company undertook a bonus issue of shares in order to increase the aggregate nominal value of the Company (the ''Bonus Issue''). The bonus issue was satisfied by way of the allotment and issue of A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares, deemed to be fully paid, to each of the holders of A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares at the date of the bonus issue pro rata to their shareholding in the Company. Following the Bonus Issue, the aggregate nominal value of the Company had been increased and accordingly there were 5,000,000 A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares (in aggregate) in issue.
3.1.13 Following the Bonus Issue, by resolutions passed on 6 February 2017, the Company adopted new articles of association for a public limited company and reregistered as a public limited company in England and Wales under the Companies Act.
3.1.14 By resolutions passed on 10 February 2017, subject to and conditional upon IPO Admission occurring, the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares were converted into ordinary shares of £0.01 each in the capital of the Company (the ''£0.01 Ordinary Shares'') (the ''Conversion''). The Conversion was carried out in accordance with the capital rights of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares as set out in the articles of association of the Company at the date of the Conversion. The Conversion did not affect the aggregate nominal value of the share capital of the Company and, accordingly, there were 5,000,000 £0.01 Ordinary Shares in issue following the Conversion.
3.1.15 Immediately upon the occurrence of the Conversion, by resolutions passed on 10 February 2017 and subject to and conditional upon IPO Admission occurring, each £0.01 Ordinary Share was subdivided into an Ordinary Share (the ''Sub-division''). The Sub-division did not affect the aggregate nominal value of the share capital of the Company and accordingly there were 100,000,000 Ordinary Shares in issue.
3.1.16 Following the Sub-division, by special resolutions passed on 10 February 2017, subject to and conditional upon IPO Admission, the Company adopted new articles of association for a public limited company with a single class of shares.
3.1.17 By resolutions dated 10 February 2017, the Directors were generally and unconditionally authorised in accordance with section 551(1) of the Companies Act to allot Ordinary Shares up to an aggregate nominal amount of £18,448.12 in connection with the Offer as if section 561 of the Companies Act did not apply to such allotment, such authority expiring on the earlier of (i) IPO Admission and (ii) 31 December 2017.
3.1.18 By resolutions passed on 10 February 2017, conditional upon IPO Admission occurring:
3.1.18.1 in addition to the authorities granted as described in paragraph 3.1.17, above, the Directors were generally and unconditionally authorised in accordance with section 551 of the Companies Act to allot Ordinary Shares or grant rights to subscribe for, or convert any security into, Ordinary Shares:
(i) up to an aggregate nominal amount of £22,816.04 (such amount to be reduced by the nominal amount of any equity securities (as defined in the Companies Act) allotted under paragraph 3.1.18.1(ii), below, in excess of such sum), being approximately one-third of the aggregate nominal amount of the issued share capital of the Company immediately following IPO Admission; and
(ii) up to an aggregate nominal amount of £45,632.08 equal to approximately two thirds of the aggregate nominal amount of the share capital of the Company immediately following IPO Admission (such amount to be reduced by any shares allotted or rights granted under paragraph 3.1.18.1(i), above) in connection with a rights issue in favour of the holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter, such authorities to apply until the end of the next annual general meeting of the Company (or, if earlier, until the close of business on 31 December 2017) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares in the Company under any such offer or agreement as if the authority had not ended;
3.1.18.2 the Company's directors were empowered pursuant to sections 570(1) and 573 of the Companies Act to allot equity securities (as defined in section 560(1) of the Companies Act) for cash pursuant to the authorities referred to in paragraph 3.1.18.1, above, and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such power being limited to:
(i) the allotment of Ordinary Shares with an aggregate nominal value of up to £3,422.41, being approximately five per cent of the issued ordinary share capital immediately prior to IPO Admission; and
(ii) the allotment of equity securities in connection with an offer of equity securities (but in case of a sale of treasury shares by way of a rights issue only) in favour of holders of shares in the capital of the Company in proportion (as nearly as may be) to their existing holdings of shares and to holders of other equity securities as required by the rights attached to those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange,

such authorities to apply until the end of the next annual general meeting of the Company (or, if earlier, until the close of business on 31 December 2017) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares in the Company under any such offer or agreement as if the authority had not ended;

3.1.18.3 the Company was generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of Ordinary Shares on such terms and in such manner as the directors of the Company may determine subject to the following conditions:
(i) the maximum aggregate number of Ordinary Shares authorised to be purchased is 13,689,624, or, if less, 10 per cent of the Company's issued ordinary share capital immediately following IPO Admission;
(ii) the minimum price (excluding expenses) which may be paid for each Ordinary Share is £0.0005 (being the nominal value of an Ordinary Share);
(iii) the maximum price (excluding expenses) which may be paid for each Ordinary Share is the higher of (A) 105 per cent of the average of the middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which the share is contracted to be purchased and (B) an 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 System;
(iv) this authority shall apply until the end of the next annual general meeting of the Company (or, if earlier, 31 December 2017); and
(v) the Company may enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended; and
3.1.18.4 a general meeting of the Company other than an annual general meeting may be called on not less than 14 days' notice.
3.1.19 By resolutions passed on 14 September 2017:
3.1.19.1 the Directors were generally and unconditionally authorised in accordance with section 551 of the Companies Act to allot Ordinary Shares or grant rights to subscribe for, or convert any security into, Ordinary Shares:
- (i) up to an aggregate nominal amount of £22,816.04; and
- (ii) comprising equity securities (as defined in section 560(1) of the Companies Act) up to a further aggregate nominal amount of £22,816.04 in connection with an offer by way of a rights issue (with ''rights issue'' meaning, for the purposes of such resolution, an offer to (A) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (B) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of (or the requirements of any regulatory body or stock exchange in), any territory);

such authorities to apply in substitution for all previous authorities under section 551 of the Companies Act (including those described at paragraphs 3.1.17 and 3.1.18, above, to the extent applicable) until the end of the next annual general meeting of the Company or on 30 September 2018, whichever is the earlier, but in each case so the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the authority ends;

3.1.19.2 the Company's directors were authorised to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authorities referred to in paragraph 3.1.19.1, above, and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such power being limited to:
(i) the allotment of equity securities or sale of treasury shares in connection with or pursuant to an offer of or invitation to acquire equity securities (but in case of the authority referred to in paragraph 3.1.19.1(ii), above, by way of a rights issue (as defined in that paragraph) only) in favour of holders of Ordinary Shares in proportion (as nearly as practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment or sale (and holders of any other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of (or the requirements of any regulatory body or stock exchange in), any territory; and
(ii) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 3.1.19.2(i), above) up to an aggregate nominal value of £3,422.41, being approximately five per cent of the issued ordinary share capital of the Company as at 7 July 2017,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, until the close of business on 30 September 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired;

3.1.19.3 the Directors were authorised, in addition to the authority granted as described in paragraph 3.1.19.2, above, to allot equity securities (as defined in section 560 of the Companies Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such authority being:
(i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,422.41, being approximately five per cent of the issued ordinary share capital of the Company as at 7 July 2017; and
(ii) 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 Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of annual general meeting of the Company, such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 30 September 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
3.1.19.4 the Company was generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make market purchases (as defined in section 693(4) of the Companies Act) of Ordinary Shares provided that:
(i) the maximum aggregate number of Ordinary Shares authorised to be purchased is 13,689,624;
(ii) the minimum price which may be paid for each Ordinary Share is £0.0005 (being the nominal value of an Ordinary Share);
(iii) the maximum price which may be paid for each Ordinary Share is an amount equal to the higher of (A) 105 per cent of the average of the closing price of the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to be purchased and (B) an amount equal to the higher of 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 System;
(iv) this authority shall expire at the conclusion of the Company's next annual general meeting or, if earlier, 30 September 2018 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time; and
3.1.19.5 a general meeting of the Company other than an annual general meeting may be called on not less than 14 days' notice.
3.1.20 The total issued share capital of the Company as at 30 September 2017 was 136,896,244 ordinary shares of £0.0005 each with an aggregate nominal value of £68,448.12 (compared to a total issued share capital of 3,971,177 ordinary shares of £0.01 with an aggregate nominal value of £39,711.77 as at 30 September 2016), of which 1,836,758 Ordinary Shares were held by Xafinity EBT.

3.2 Effect of the Capital Raising and Acquisition on share capital

3.2.1 On the Latest Practicable Date, the share capital of the Company was:

	Number	Nominal value (£)
Ordinary Shares	136,896,244	68,448.12

3.2.2 Immediately following Admission of the Capital Raising Shares, the share capital of the Company is expected to be:

	Number	Nominal value (£)
Ordinary Shares	178,072,714	89,036.36

3.2.3 Immediately following Admission of the Completion Shares, the share capital of the Company is expected to be:

	Number	Nominal value (£)
Ordinary Shares	203,839,585	101,919.79

3.2.4 As at the Latest Practicable Date, the Company held no Ordinary Shares in treasury. No Ordinary Shares have been issued other than as fully paid.

3.3 New Ordinary Shares

3.3.1 The Existing Ordinary Shares are already admitted to the Official List, the London Stock Exchange's Main Market for listed securities and to CREST. It is expected that the New Ordinary Shares, when allotted and issued will be capable of being held and transferred by means of CREST.
3.3.2 Other than the issue of the New Ordinary Shares and any issues of Ordinary Shares to satisfy awards under the Xafinity Share Plans (including pursuant to the Acquisition Share Awards), the Company has no present intention to issue any new shares in the share capital of the Company.
3.3.3 The Company does not have in issue any securities not representing share capital.
3.3.4 No shares of the Company are currently in issue with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.
3.3.5 Save as disclosed in this paragraph 3 and the information incorporated by reference in Part 17 (Historical Financial Information Relating to Xafinity), there has been no issue of share or loan capital of the Company or any other member of the Group (other than intra-group issues by wholly owned subsidiaries) in the three years immediately preceding the date of this document and (save as disclosed in this paragraph 3) no such issues are proposed.
3.3.6 Save as disclosed in paragraphs 13.1.1 and 19.1, below, no commissions, discounts, brokerages or other special terms have been granted by the Company or any other member of the Group in connection with the issue or sale of any share or loan capital of the Company or any other member of the Group in the three years immediately preceding the date of this document.
3.3.7 Save as disclosed in paragraph 9, below, and save in relation to the Earn Out Shares and Acquisition Share Awards (as described in this document), no share or loan capital of the Company or any other member of the Group will be under option or has been agreed conditionally or unconditionally to be put under option.

4 Summary of the Articles

4.1 The objects of the Company, in accordance with section 31(1) of the Companies Act, are unrestricted.
4.2 The Articles contain provisions, inter alia, to the following effect:
4.2.1 Voting Rights in respect of Ordinary Shares
- 4.2.1.1 Shareholders shall have the right to receive notice of, to attend and to vote at all general meetings of the Company. Save as otherwise provided in the Articles, on a show of hands each holder of shares present in person or by proxy shall have one vote and upon a poll each such holder who is present in person or by proxy shall have one vote in respect of every share held by him.
- 4.2.1.2 No member shall be entitled to vote at any general meeting if any call or other sum presently payable by him in respect of shares remains unpaid or if a member has been served by the Directors with a restriction notice in the manner described in paragraph 4.2.2 below.
4.2.2 Restrictions on Ordinary Shares
- If a member or any person appearing to be interested in shares in the Company has been duly served with a notice pursuant to section 793 of the Companies Act and is in default in supplying to the Company information thereby required within 14 days from the date of service of such notice the Company may serve on such member or on any such person a notice (a ''restriction notice'') in respect of the shares in relation to which the default occurred (''Default Shares'') and any other shares held at the date of the restriction notice directing that the member shall not be entitled to be present or to vote, either in person or by proxy, at any general meeting or class meeting of the Company. Where the Default Shares represent at least 0.25 per cent in nominal value of the issued shares of the Company of the same class (excluding any shares of that class held as treasury shares) the restriction notice may in addition direct, inter alia,

that any dividend or any part thereof or other money which would otherwise be payable on the Default Shares shall be retained by the Company without liability to pay interest; where the Company has offered the right to elect to receive shares instead of cash in respect of any dividends any election by such member of such restricted shares will not be effective; and no transfer of any of the shares held by the member shall be recognised or registered unless the transfer is a permitted transfer or the member is not himself in default in supplying the information requested and the transfer is part only of the member's holding and is accompanied by a certificate given by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares which is the subject of the transfer is a restricted share.

4.2.3 Variation of class rights

If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class of shares may, subject to certain company law acts as defined in the Companies Act (the ''Statutes''), be abrogated or varied either with the consent in writing of the holders of three-quarters 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. To every such separate general meeting the provisions of Chapter 3 of part 13 of the Companies Act (save as stated in section 334(2) to (3)) and the provisions of the Articles relating to general meetings shall apply, mutatis mutandis, but so that the necessary quorum at any such meeting other than an adjourned meeting shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the relevant class (excluding any shares of that class held as treasury shares) and at an adjourned meeting one person holding shares of the class or his proxy. Any holder of shares of the relevant class present in person or by proxy may demand a poll upon which every holder of shares of that class shall be entitled to one vote for every such share held by him. The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of such shares of that class or by the terms upon which such shares are for the time being held, be deemed not to be abrogated or varied by the creation or issue of further shares ranking pari passu therewith.

4.2.4 Alteration of capital
4.2.4.1 The Company may by a resolution authorising it to do so in accordance with the Companies Act consolidate all or any of its share capital into shares of larger nominal amount, subdivide all or any of its shares into shares of smaller nominal amount.
4.2.4.2 Subject to the provisions of the Statutes, the Company may by special resolution reduce its share capital, any capital redemption reserve, any share premium account and any redenomination reserve in any way.
4.2.4.3 Subject to the provisions of the Statutes, any shares may be allotted on terms that they are redeemed or liable to be redeemed at the option of the Company or the Shareholders on the terms and in the manner provided for by the Articles.
4.2.4.4 Subject to the provisions of the Statutes, the Company may purchase its own shares (including any redeemable shares).
4.2.5 Transfer of shares
4.2.5.1 Subject to paragraph 4.2.5.2, below, the instrument of transfer of a certificated share shall be signed by or on behalf of the transferor (and, in the case of a share which is not fully paid, by or on behalf of the transferee) and, in relation to the transfer of any share (whether a certificated or an uncertificated share), the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. All transfers of certificated shares shall be effected by an instrument in writing in any usual or common form or any other form which the Directors may approve. The Directors may, in their absolute discretion, refuse to register the

transfer of a share which is not fully paid (whether certificated or uncertificated) provided that where such shares are admitted to the Official List, such discretion may not be exercised in a way which the FCA regards as preventing dealings in the shares of the relevant class or classes from taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share (whether certificated or uncertificated) in favour of more than four persons jointly. In relation to certificated shares, the Directors may decline to recognise any instrument of transfer unless it is left at the registered office of the Company or such other place as the Directors may determine, accompanied by the relevant certificate and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do), and unless the instrument is in respect of only one class of share.

4.2.5.2 Notwithstanding any other provision of the Articles to the contrary, unless otherwise determined by the Directors, any shares in the Company may be held in uncertificated form and title to shares may be transferred by means of a relevant system (in each case as defined in the Regulations) such as CREST.
4.2.6 General Meetings
4.2.6.1 An annual general meeting shall be convened by not less than 21 clear days' notice. All other general meetings shall be called by not less than 14 clear days' notice. As the Company is a traded company (as defined in section 360C of the Companies Act), the provisions of section 307A must be complied with if the meeting is to be called by less than 21 clear days' notice, unless the meeting is of holders of a class of shares. The notice shall specify the place, the day and time of meeting and the general nature of that business. A notice calling an annual general meeting shall specify the meeting as such and a notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such and shall include the text of the resolution.
4.2.6.2 The accidental omission to give notice of a meeting, or of a resolution intended to be moved at a meeting, or to issue an invitation to appoint a proxy with a notice where required by these Articles, to any person entitled to receive notice, or the non-receipt of notice of a meeting or of such a resolution or of an invitation to appoint a proxy by any such person, shall not invalidate the proceedings at that meeting.
4.2.6.3 All Shareholders present in person (and their duly appointed proxy or proxies) or by duly appointed corporate representative shall be entitled to attend all general meetings of the Company.
4.2.7 Directors
4.2.7.1 Unless and until the Company in general meeting shall otherwise determine, the number of Directors shall be not more than 12 and not fewer than two. A Director shall not be required to hold any shares in the capital of the Company. A Director who is not a member shall nevertheless be entitled to receive notice of and attend and speak at all general meetings of the Company and all separate general meetings of the holders of any class of shares in the capital of the Company.
4.2.7.2 No Director shall be disqualified by his office from entering into or being otherwise interested in any contract, arrangement or transaction with the Company or in which the Company has a (direct or indirect) interest. Subject to the provisions of the Statutes and save as therein provided, no such contract, arrangement, transaction or proposal entered into by or on behalf of the Company in which any Director or person connected with him is in any way interested, whether directly or indirectly, shall be liable to be avoided, nor shall any Director who enters into any such contract, arrangement or transaction or who is so interested be liable to account to the Company for

any remuneration or other benefit realised by any such contract, arrangement, transaction or interest by reason of such Director holding that office or of the fiduciary relationship thereby established, but such Director shall declare the nature of his interest in accordance with the Statutes.

4.2.7.3 A Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:
(i) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
(ii) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(iii) any proposal concerning an offer of securities of or by the Company or any of its subsidiary undertakings in which offer he is, or may be entitled to, participate as a holder of securities or in the underwriting or subunderwriting of which he is to participate;
(iv) any contract, arrangement or transaction concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he or any person connected with him do not to his knowledge hold an interest (within the meaning of sections 820 to 825 of the Companies Act) in one per cent or more of any class of the equity share capital of such body corporate or of the voting rights available to members of the relevant body corporate;
(v) any contract, arrangement or transaction for the benefit of employees of the Company or any of its subsidiary undertakings which does not accord him any privilege or advantage not generally accorded to the employees to whom the scheme relates; and
(vi) any contract, arrangement or transaction concerning any insurance which the Company is to purchase or maintain for the benefit of Directors or for the benefit of persons who include Directors.
4.2.7.4 If any question shall arise at any meeting as to an interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any other Director other than himself shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.
4.2.7.5 Save as provided in the Articles, a Director shall not vote or be counted in the quorum present on any motion in respect of any contract, arrangement or transaction in which he has an interest which is to his knowledge a material interest otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
4.2.7.6 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors, but the aggregate of all such fees so paid to the Directors shall not exceed (excluding amounts payable under any other provision of the Articles) £500,000 per annum or such larger amount as may from time to time be decided by ordinary resolution of the Company. Any Director who is appointed to any executive office or who serves on any committee or who devotes special attention to the business of the Company, or who 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 extra remuneration (whether by way of salary, percentage of profits or otherwise) as the Directors may determine. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred in attending and returning from meetings of the Directors, or any committee of the Directors or general meeting of the Company or of the holders of any class of shares or debentures of the Company or otherwise in connection with the business of the Company. The Articles do not permit a Director to vote on, or be counted in the quorum in relation to, any resolution of the board concerning his own appointment.

4.2.7.7 There shall be no age limit for Directors.
4.2.7.8 Each Director shall have the power at any time to appoint as an alternate Director either (A) another Director or (B) any other person approved for that purpose by a resolution of the Directors, and, at any time, to terminate such appointment.
4.2.7.9 Each Director shall retire from office at the third annual general meeting after the annual general meeting at which he was last elected. A retiring Director shall be eligible for re-election.
4.2.7.10 The Directors may exercise all the powers of the Company to give or award pensions, annuities, gratuities or other retirement, superannuation, death or disability allowances or benefits to, inter alia, any Directors, ex-directors, employees or ex-employees of the Company or of any subsidiary undertaking or parent undertaking of the Company or to the wives, widows, children, other relations and dependants of any such person and may establish, maintain, support, subscribe to and contribute to all kinds of schemes, trusts and funds for the benefit of any such persons.

4.2.8 Dividends and distributions on Liquidation to Shareholders

4.2.8.1 The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors. Subject to the Statutes and any priority, preference or special rights, all dividends shall be declared and paid according to the amounts paid up on the shares and shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion of the period in respect of which the dividend is paid.
4.2.8.2 Subject to the provisions of the Statutes, the Directors may pay such interim dividends as they think fit and may pay the fixed dividends payable on any shares of the Company half-yearly or otherwise on fixed dates.
4.2.8.3 The Directors may, with the sanction of an ordinary resolution of the Company in general meeting, offer the holders of Ordinary Shares the right to elect to receive new Ordinary Shares credited as fully paid instead of cash in respect of the whole or part of any dividend.
4.2.8.4 Any dividend unclaimed for a period of 12 years after it became due for payment shall be forfeited and shall revert to the Company.
4.2.8.5 On a liquidation, the liquidator may, subject to the Statutes, with the sanction of a special resolution of the Company divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided and may determine how such division shall be carried out.

4.2.9 Non-UK Shareholders

There are no limitations in the Articles on the rights of non-United Kingdom Shareholders to hold, or to exercise voting rights attached to, the Ordinary Shares. However, non-United Kingdom Shareholders are not entitled to receive notices unless they have given an address in the United Kingdom to which such notices may be sent.

4.2.10 Borrowing powers

4.2.10.1 The Directors may, save as the Articles otherwise provide, exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property, assets and uncalled capital, or any part thereof, and, subject to the Statutes, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
4.2.10.2 The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (so far, as regards subsidiary undertakings, as by such exercise they can secure) that the aggregate amount for the time being remaining outstanding of all monies borrowed by the Group and for the time being owing to persons outside the Group shall not at any time, without the previous sanction of an ordinary resolution of the Company in general meeting, exceed a sum equal to two times the aggregate of (A) the amount paid up on the issued share capital of the Company; and (B) the total of the capital and reserves of the Group (including, without limitation, any share premium account, merger reserve, capital redemption reserve and credit balance on the profit and loss or retained earnings account) in each case, whether or not such amounts are available for distribution, all as shown in the latest audited and consolidated balance sheet of the Group but after such adjustments and deductions (including any debit balance on the profit and loss or retained earnings account) as are specified in the relevant Article.

4.2.11 Forfeiture of shares

If the whole or any part of any call or instalment remains unpaid on any share after the due date for payment, the Board may give a notice to the holder requiring him to pay so much of the call or instalment as remains unpaid, together with any accrued interest.

If the requirements of a notice are not complied with, any share in respect of which it was given may (before the payment required by the notice is made) be forfeited by a resolution of the Board. The forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

Every share which is forfeited or surrendered shall become the property of the Company and (subject to the applicable statutory provisions) may be sold, re-allotted or otherwise disposed of, upon such terms and in such manner as the Board shall decide either to the person who was before the forfeiture the holder of the share or to any other person and whether with or without all or any part of the amount previously paid upon the share being credited as so paid up.

4.2.12 Directors' indemnity, insurance and defence

Subject to the provisions of the Statutes, the Company may:

4.2.12.1 indemnify any Director of the Company against any liability;
4.2.12.2 indemnify a Director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the Company's activities as trustee of the scheme;
4.2.12.3 purchase and maintain insurance against any liability for any Director referred to in paragraph 4.2.12.1 or 4.2.12.2, above; and
4.2.12.4 provide any Director referred to in paragraph 4.2.12.1 or 4.2.12.2, above, with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in connection with any actual or threatened or alleged claims, demands, investigations or proceedings, whether civil, criminal or regulatory or in connection with an application for relief (or to enable any such Director to avoid incurring such expenditure).

5 Mandatory bids, squeeze-out and sell-out rules in relation to Ordinary Shares

The Takeover Code applies to the Company. Other than as provided by the Takeover Code and Chapter 28 of the Companies Act, there are no rules or provisions relating to mandatory bids or squeeze-out and sell-out rules that apply to the Ordinary Shares.

5.1 Mandatory bids

Under Rule 9 of the Takeover Code, if an acquisition of interests in shares were to increase the aggregate holding of the acquirer and its concert parties to interests in shares carrying 30 per cent or more of the voting rights in the Company, the acquirer and, depending on circumstances, its concert parties would be required (unless the acquirer has been granted an exception by the Panel on Takeovers and Mergers (the ''Panel'')) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for interests in shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of interests in shares by a person holding (together with its concert parties) shares carrying between 30 per cent and 50 per cent of the voting rights in the Company if the effect of such acquisition were to increase that person's percentage of the total voting rights in the Company.

''Interests in shares'' is defined broadly in the Takeover Code. A person who has long economic exposure, whether absolute or conditional, to changes in the price of shares will be treated as interested in those shares. A person who only has a short position in shares will not be treated as interested in those shares.

In particular, people will be treated as having an interest in shares if:

(a) they own them;
(b) they have the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attached to them or have general control of them;
(c) by virtue of any agreement to purchase an option or derivative they:
(i) have the right or option to acquire them or call for their delivery; or
(ii) are under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(d) they are a party to any derivative:
(i) whose value is determined by reference to its price; and
(ii) which results, or may result, in their having a long position in it.

''Voting rights'' for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting.

Persons ''acting in concert'' comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Certain categories of people will be deemed to be acting in concert with each other (unless the contrary is established).

5.2 Squeeze-out

Under the Companies Act, if a ''takeover offer'' (as defined in section 974 of the Companies Act) is made for the Ordinary Shares and the offeror were to acquire, or unconditionally contracts to acquire, not less than 90 per cent in value of the Ordinary Shares to which the offer relates and not less than 90 per cent of the voting rights carried by the Ordinary Shares to which the offer relates, it could, within three months of the last day on which its takeover offer can be accepted, compulsorily acquire the remaining 10 per cent. The offeror would do so by sending a notice to the remaining shareholders telling them that it will compulsorily acquire their Ordinary Shares and then, six weeks later, it would execute a transfer of the outstanding Ordinary Shares in its favour and pay the consideration to those remaining shareholders. The consideration offered to the shareholders whose shares are compulsorily acquired under this procedure must, in general, be the same as the consideration that was available under the original offer unless a shareholder can show that the offer value is unfair.

5.3 Sell-out

The Companies 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 relating to all the Ordinary Shares is made and, at any time before the end of the period within which the offer could be accepted, the offeror holds or has agreed to acquire 90 per cent or more in value of the Ordinary Shares and not less than 90 per cent of the voting rights carried by the Ordinary Shares, any holder of Ordinary Shares to whom the offer relates who has not accepted the offer could (by a written communication to the offeror) require it to acquire its Ordinary Shares. The offeror is required to give any shareholder notice of its right to be bought out within one month of such right arising. The offeror may impose a time limit on the rights of minority shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period or, if later, three months from the date on which notice is served on shareholders notifying them of their sell-out rights. If a shareholder exercises its rights, the offeror is entitled and bound to acquire those Ordinary Shares on the terms of the offer or on such other terms as may be agreed.

6 Interests in Ordinary Shares

6.1 Significant shareholders

As at the Latest Practicable Date, the Company has been notified of the following persons (other than any Director or Senior Manager) who (a) was as at the Latest Practicable Date interested, directly or indirectly, in three per cent or more of the Company's issued share capital and/or (b) is expected, as a result of the Capital Raising or the Acquisition, to be interested in three per cent or more of the Company's issued share capital:

Name	Number of Ordinary Shares as at the Latest Practicable Date(1)	Percentage of Ordinary Shares as at the Latest Practicable Date(1)	Number of Ordinary Shares following Admission of the Capital Raising Shares(2)	Percentage of Ordinary Shares following Admission of the Capital Raising Shares(2)	Percentage of Ordinary Shares following Admission of Completion Shares(3)
BlackRock Investment Management (UK) Limited	14,129,432	10.32%	17,666,196	9.92%	8.67%
Schroder Investment Management Limited	13,679,209	9.99%	13,679,209	7.68%	6.71%
Invesco Asset Management Limited	10,755,395	7.86%	14,853,230	8.34%	7.29%
AXA Investment Managers Limited	8,657,838	6.32%	12,490,743	7.01%	6.13%
Franklin Templeton Fund Management Ltd	8,309,352	6.07%	10,763,570	6.04%	5.28%
Threadneedle Asset Management Limited	8,276,708	6.05%	11,102,597	6.23%	5.45%
Wellington Management Company LLP	6,990,694	5.11%	14,410,570	8.09%	7.07%
Unicorn Asset Management Limited	6,864,151	5.01%	9,072,062	5.09%	4.45%

Notes:

(1) Based on notifications made to the Company under the Transparency Rules.

(2) Assuming that (i) all of the Capital Raising Shares in relation to the Capital Raising are issued; (ii) no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Capital Raising Shares; and (iii) no significant shareholder will apply for Excess Shares pursuant to the Excess Application Facility.

(3) Assuming that (i) all of the New Ordinary Shares in relation to the Capital Raising and the Acquisition are issued; (ii) no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Completion Shares; and (iii) no significant shareholder will apply for Excess Shares pursuant to the Excess Application Facility.

Pursuant to the Acquisition, it is proposed that the Company will issue 25,543,887 Completion Shares and up to 6,081,878 Earn Out Shares to PS Topco. Details of the Acquisition are summarised in Part 8 (Terms and Conditions of the Acquisition).

6.2 Directors' and Senior Managers' interests

As at the Latest Practicable Date, and as is expected to be the case immediately after the Admission of the Capital Raising Shares and Admission of the Completion Shares, respectively, the interests of the Directors, Proposed Directors, Senior Managers and proposed Senior Managers, and their immediate families (including any interest known to a Director or which could with reasonable diligence be ascertained by him or her, or any person connected with a Director within the meaning of sections 252 to 255 of the Companies Act) in the Company's issued share capital were, or are expected to be, as follows:

Name	Number of Ordinary Shares as at the Latest Practicable Date(1)	Percentage of Ordinary Shares as at the Latest Practicable Date	Number of Ordinary Shares following Admission of the Capital Raising Shares(2)	Percentage of Ordinary Shares following Admission of the Capital Raising Shares(2)(3)	Percentage of Ordinary Shares following Admission of Completion Shares(2)(3)(4)
Tom Cross Brown	35,971	0.026%	38,738	0.022%	0.019%
Ben Bramhall	1,509,380	1.103%	1,509,380	0.848%	0.740%
Paul Cuff	713,534	0.521%	713,534	0.401%	0.350%
Mike Ainslie	252,637	0.185%	252,637	0.142%	0.124%
Jonathan Bernstein	315,796	0.231%	315,796	0.177%	0.155%
Margaret Snowdon OBE	—	—	—	—	—
Alan Bannatyne	32,374	0.024%	58,844	0.033%	0.029%
John Batting	—	—	—	—	0.036%
Jonathan Punter	—	—	—	—	—
Robert Birmingham	783,225	0.572%	783,225	0.440%	0.384%
Andrew Bowsher	250,140	0.183%	250,140	0.140%	0.123%
Neil Macbeth	250,140	0.183%	250,140	0.140%	0.123%
John Burns	125,070	0.091%	125,070	0.070%	0.061%
Dave Hodges	—	—	—	—	—
David Watkins	—	—	—	—	0.036%
Richard Thomas	—	—	—	—	0.036%

Notes:

(2) Assuming that (i) all of the Capital Raising Shares in relation to the Capital Raising are issued; and (ii) no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Capital Raising Shares.

⁽¹⁾ Not including awards under the Xafinity Share Plans (in respect of which see the table below).

⁽³⁾ Assuming that (i) all of the New Ordinary Shares in relation to the Capital Raising and the Acquisition are issued; and (ii) no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Completion Shares.

⁽⁴⁾ Includes, in the case of John Batting, David Watkins and Richard Thomas, the Completion Shares issued to him in his capacity as a Minority Seller.

The following table sets out details of the numbers of Ordinary Shares subject to awards under the Xafinity Share Plans held by the Directors and Senior Managers as at the Latest Practicable Date.

Director / Senior Manager	Description	Awards outstanding as at the Latest Practicable Date(1)
Ben Bramhall	Xafinity PSP	258,992
Paul Cuff	Xafinity PSP	258,992
Mike Ainslie	Xafinity PSP	188,848
Jonathan Bernstein	Xafinity PSP	188,848
Dave Hodges	Xafinity PSP	25,806
Andrew Bowsher	Xafinity PSP	35,320
Neil Macbeth	Xafinity PSP	36,866
John Burns	Xafinity PSP	41,768

Notes:

In addition to the foregoing, it is proposed that one of the Proposed Directors (John Batting) will receive an award under the Xafinity PSP pursuant to the Acquisition Share Awards. Details of these arrangements are summarised in paragraph 3 of Part 8 (Terms and Conditions of the Acquisition).

6.3 Other interests in Ordinary Shares

Save as disclosed in this paragraph 6, the Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

The persons referred to in this paragraph 6, and each of the Directors and Senior Managers who hold Ordinary Shares, do not have voting rights that differ from those of other Shareholders.

The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

⁽¹⁾ In accordance with the rules of the Xafinity PSP, the number of Ordinary Shares subject to awards under such plans, and the exercise price (if any) may be adjusted to take account of the issue of the New Ordinary Shares. Holders of awards under the Xafinity Share Plans will be informed of any such adjustments in due course.

7 Directors' and Senior Managers' other interests

7.1 The Xafinity Directors are or have been directors or partners of the following companies (other than the Company or its subsidiaries) and partnerships at any time in the previous five years:

Xafinity Director	Position Company / Partnership		Position currently held?
Tom Cross Brown	Independent Non	Just Group plc	Yes
	executive Chairman	Artemis Investment Management LLP	Yes
		Artemis Alpha Trust plc	Yes
		Alpha Securities Trading Limited	Yes
		Heathfield School	Yes
		Heathfield School Foundation	Yes
		Islip Consulting Limited (UK)	Yes
		Phoenix Group Holdings Limited	No
		Phoenix Life Holdings Limited Financial Planning Standards Board Limited	No No
		Trustee, Lazard London Directors Pension Scheme	No
		Trustee, Cancer Care & Haematology Fund, Stoke Mandeville Hospital	No
Ben Bramhall	Co-Chief Executive Officer	None	N/A
Paul Cuff	Co-Chief Executive Officer	KPMG LLP	No
		KPMG Europe Limited	No
Mike Ainslie	Chief Financial Officer	St Benedict's School Ealing Socialbakers UK Limited	Yes No
Jonathan Bernstein	Head of Pensions	None	N/A
Margaret Snowdon	Independent Non	The Pensions Regulator	Yes
OBE	Executive Director	The Phoenix Group, Independent Governance Committee	No
		The Phoenix Group With Profits Committee	Yes
		The Pensions Policy Institute	Yes
		The Pensions Administration Standards Association CIC	Yes
		55 Sutherland Street Limited	Yes
		The Pensions Practice Ltd	No
Alan Bannatyne	Independent Non Executive Director	Robert Walters plc	Yes

7.2 The Proposed Directors are or have been directors or partners of the following companies (other than the Company or its subsidiaries) and partnerships at any time in the previous five years:

Proposed Director	Position (from Completion)	Company / Partnership	Position currently held?
John Batting	Executive Director	11 Strand Trust Corporation Limited	Yes
		Bonneysave Limited	Yes
		Punter Southall Defined Contribution Consulting Limited	Yes
		Punter Southall Holdings Limited	Yes
		Punter Southall Investment Consulting Limited	Yes
		PS Administration Holdings Limited	Yes
		PS Administration Limited	Yes
		PS Independent Trustees Limited	Yes
		PS Independent Trustee Holdings Limited	Yes
		Punter Southall Limited	Yes
		Punter Southall Health and Protection Holdings Limited	Yes
		Risk Policy Administration Limited	Yes
		The Trustee and Pension Management Association Limited	Yes
		Trustee and Pension Management	Yes
		Training and Publishing Limited
		Independent Transition Management Limited	Yes
		Harrow International Schools Limited	Yes
		Loddon Residents Limited	Yes
		Eastearly Limited	Yes
		Ashcourt Rowan Corporate Solutions Limited	No
		King Street Trustees Limited	No
		Punter Southall Health and Protection	No
		Consulting (Original) Limited Harrow School Enterprises Limited	No
Jonathan Punter	Non-Executive Director	Bonneysave Limited	Yes
		CAMRADATA Analytical Services Limited	Yes
		Certus Pensions Group Limited	Yes
		Punter Southall Analytics Limited	Yes
		Certus Two Limited	Yes
		Punter Southall Defined Contribution Consulting Limited	Yes
		Punter Southall Health and Protection Limited	Yes
		Future Kings Limited	Yes
		GGH (Jersey) Limited	Yes
		Gryphon Group Holdings Limited	Yes
		PIL Umbrella Fund plc Punter Southall Holdings Limited	Yes Yes
		Punter Southall Investment Consulting Limited	Yes
		PS Administration Holdings Limited	Yes
		PS Administration Limited	Yes
		PSFM Limited	Yes
		PSigma Wealth Limited	Yes
		PSigma Investment Management Limited	Yes
		River and Mercantile Group PLC	Yes
		PS Trustees Limited	Yes

Proposed Director	Position (from Completion)	Company / Partnership	Position currently held?
		Punter Southall Limited	Yes
		Punter Southall Health and Protection Holdings Limited	Yes
		Punter Southall Aspire Limited	Yes
		Risk Policy Administration Limited	Yes
		Punter Southall Group Limited	Yes
		PSG Trustees Limited	Yes
		Neptune Investment Management Limited	Yes
		Ashcourt Rowan Corporate Solutions Limited	No
		PSigma unit trust managers Limited	No
		PSigma Asset Management Limited	No
		King Street Trustees Limited	No
		Punter Southall Health and Protection Consulting (Original) Limited	No
		PSigma Asset Management Holdings Limited	No
		P-Solve Investments Limited	No
		P-Solve Holdings Limited	No
		River and Mercantile Holdings Limited Alternative Asset Strategies plc	No No

The Proposed Directors are shareholders of PS Topco. John Batting holds 455,541 ordinary shares and Jonathan Punter and his connected persons hold interests (in aggregate) in 2,064,054 ordinary shares (out of a total issued share capital of 26,216,273 ordinary shares and 2,656,042 preference shares) in the capital of PS Topco.

Jonathan Punter's appointment as a Non-Executive Director with effect from Completion would be made in accordance with the terms of the Relationship Agreement between the Company and PS Topco, the terms of which are summarised at paragraph 2.6 of Part 8 (Terms and Conditions of the Acquisition).

7.3 The Senior Managers are or have been directors or partners of the following companies (other than the Company or its subsidiaries) and partnerships at any time in the previous five years:

Senior Manager	Position	Company / Partnership	Position currently held?
Robert Birmingham	Actuary	Equiniti Solutions Limited Equiniti Services Limited Hazell Car Software Services Limited Informationlog.com Limited	No No No No
Andrew Bowsher	Head of SSAS and SIPP Division	None	N/A
Neil Macbeth	Head of Reading Actuarial and Consulting	None	N/A
John Burns	Head of Leeds Actuarial and Consulting	None	N/A
Dave Hodges	Head of NPT business	Zurich Group Pension Services (UK) Limited	No
		Zurich Financial Services UK Pension Trustee Limited	No

7.4 The proposed Senior Managers are or have been directors or partners of the following companies (other than the Company or its subsidiaries) and partnerships at any time in the previous five years:

Proposed Senior Manager	Position (from Completion)	Company / Partnership	Position currently held?
David Watkins	Co-Head of Pensions Administration Business	PS Administration Holdings Limited PS Administration Limited	Yes Yes
Richard Thomas	Co-Head of Pensions Administration Business	PS Administration Holdings Limited PS Administration Limited New Movement Collective Junk Ibu Limited Zoneswitch Residents Management Limited Pensions Administration Standards Association	Yes Yes Yes Yes Yes No
		Independent Transition Management Limited Pilotlight	No No

7.5 The Xafinity Directors, the Proposed Directors, the Senior Managers and the Proposed Senior Managers:
7.5.1 have no convictions relating to fraudulent offences within the last five years;
7.5.2 have not within the previous five years been directors or senior managers of any company at the time of any bankruptcy, receivership or liquidation; and
7.5.3 have not within the previous five years received any official public incrimination or sanction by any statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.
7.6 On 28 July 2016, the FRC launched investigations under the Accountancy Scheme and the Actuarial Scheme into the conduct of Members of the Actuarial and Accountancy professions in connection with the pension schemes of various companies within the Guinness Peat Group (now renamed Coats Group plc) between 2004 and 2012. The decision to investigate followed a referral from the Institute and Faculty of Actuaries regarding matters arising from the Pension Regulator's own ongoing investigation into the Guinness Peat Group's pension scheme arrangements. On 01 August 2017, the FRC announced that the scope of the investigation had been amended to include the conduct of a further Member and to extend the period under investigation, to start from 2002. Jonathan Punter was the Scheme Actuary for one of the relevant pension schemes in question for the period under investigation, and the Guinness Peat Group was a client of the Target Group. The investigation remains open.
7.7 Save as disclosed in this paragraph 7, none of the Xafinity Directors, the Proposed Directors or the Senior Managers has any potential conflicts of interests between their duties to the Company and their private interests or other duties.

8 Directors' service contracts and letters of appointment, remuneration and other matters

8.1 Remuneration of Xafinity Directors

For the year ended 31 March 2017, the remuneration (including salary and other benefits and any contingent or deferred compensation) paid by members of the Group to the Executive Directors and the Non-Executive Directors is set out below:

Director	Salary / fees	Taxable benefits(6)	Bonus	Long-term incentives(7)	Pension	2017 Total
Executive Directors
Ben Bramhall(1)	£204,718	£9,408	£60,999	—	£11,757	£286,882
Paul Cuff(2)	£104,718	£4,704	£15,501	£4,048,893	£5,879	£4,179,695
Mike Ainslie(3)	£165,897	£9,389	£14,880	£1,390,755	£11,248	£1,592,169
Jonathan Bernstein(4)	£192,359	£9,389	£17,670	£1,738,442	£14,569	£1,972,429
Non-Executive Directors
Tom Cross Brown(5)	£22,769	—	—	—	—	£22,769
Alan Bannatyne(5)	£14,231	—	—	—	—	£14,231
Margaret Snowdon(5)	£12,333	—	—	—	—	£12,333

Notes:

(1) The single total figure for Ben Bramhall reflects the one-off payment of £30,000 made to him in lieu of a salary increase on his appointment as Joint Managing Director on 1 April 2016.
(2) Paul Cuff joined the Company on 1 October 2016 and became a Director on 3 October 2016.
(3) Mike Ainslie joined the Company on 1 October 2015 and became a Director on 1 November 2015.
(4) Jonathan Bernstein joined the Company on 30 June 2015 and became a Director on 7 April 2016.
(5) The Non-Executive Directors joined the Company on 14 January 2017 and became Directors on 24 January 2017.
(6) Each of the Executive Directors is entitled to a range of benefits, comprising permanent health insurance, life insurance, private medical insurance and car allowance. The Non-Executive Directors do not receive other benefits.
(7) The Directors received these amounts as a result of the vesting on IPO Admission of awards previously granted to them under the Pre-IPO Share Incentive Plan. A portion of their holdings are subject to the IPO Lock-in Deed and the shares relating to these amounts cannot be for a period of 12 months after IPO Admission. The lock-in amount represents 50 per cent of the post-tax value of their pre-IPO Admission holdings.

8.2 Executive Directors

Each of the Executive Directors is employed pursuant to a service agreement with the Company. The terms of these service agreements, together with the effective dates of each service agreement, are set out below:

Executive Director	Position	Effective date of service agreement	Annual salary	Notice period (by either party)
Ben Bramhall	Co-Chief Executive Officer	16 February 2017	£240,000	9 months
Paul Cuff	Co-Chief Executive Officer	16 February 2017	£240,000	9 months
Mike Ainslie	Chief Financial Officer	16 February 2017	£210,000	6 months
Jonathan Bernstein	Head of Pensions	16 February 2017	£210,000	6 months

Description of Executive Directors' service agreements

The annual salaries of the Executive Directors are set out in the table above. The salaries will be reviewed, but not necessarily increased.

The Executive Directors will receive the following benefits under the terms of their service agreements:

(a) reasonable expenses incurred by the Executive Directors in the course of their duties will be reimbursed by the Company;
(b) entitlements to participate in a private medical cover scheme (which includes cover for spouses and dependents), permanent health insurance, a life assurance scheme of up to four times annual salary for each of the Executive Directors and personal accident cover;
(c) entitlement to a car allowance of £7,500 per annum;
(d) in the event of sickness absence, entitlements to receive payment of full salary and contractual benefits for up to 26 weeks in aggregate in any consecutive 52 weeks; and 25 days' annual leave per annum (plus public holidays) for each of the Executive Directors.

The Company may also pay a discretionary bonus for achieving expected performance to an Executive Director with a target of up to 75 per cent and a cap of 112.5 per cent of his annual salary (in the case of Ben Bramhall and Paul Cuff, the discretionary bonus target increases to up to 100 per cent of his annual salary and the discretionary bonus cap increases to 150 per cent of his annual salary).

On IPO Admission, the Executive Directors each received initial awards under the PSP over shares of a value equal to 125 per cent of the Executive Director's annual salary (in the case of Ben Bramhall and Paul Cuff over shares of a value equal to 150 per cent of his annual salary). Awards under the PSP are subject to performance targets. The PSP is further described at paragraph 9 below.

The service agreements of the Executive Directors can be terminated by either party giving the other the amount of notice (in writing) specified in the table above. Each of the Executive Directors may be put on garden leave during this time and their employer can elect to terminate their employment by making a payment in lieu of notice equivalent to their basic salary at the time of termination and the cost to the Company of providing benefits.

The employment of each Executive Director is terminable with immediate effect and without notice or payment in lieu of notice in certain circumstances, including where such Executive Director is disqualified from acting as a director, is guilty of a breach of the rules or regulations issued by the Group or regulations of any regulatory body relevant to the Group, is guilty of gross misconduct affecting the business of the Group, commits any serious breach of any of the provisions of his service agreement, is convicted of a criminal office (excluding certain road traffic offences) or becomes of unsound mind.

The Executive Directors' service agreements also contain post-termination restrictions including: (i) a nine month restriction not to deal with clients or suppliers of the Group; (ii) a nine month restriction on soliciting clients or suppliers of the Group; (iii) a nine month restriction on soliciting or engaging key employees of the Group; and (iv) a restriction preventing the Executive Directors from holding themselves out as connected with the Group at any time following termination.

8.3 Proposed Executive Director

The Company proposes, conditional upon Completion and Remuneration Committee approval, to appoint John Batting as an additional Executive Director (in such capacity, the ''Proposed Executive Director'') with effect from Completion. The Company proposes to employ the Proposed Executive Director pursuant to a service agreement with the Company on substantially the same terms as the service agreements of the other Executive Directors (see paragraph 8.1, above).

An overview of the key terms of the proposed service agreement are set out below:

Name	Position	Annual salary	Notice period (by either party)
John Batting	Executive Director	£252,070	12 months

The service agreement of the Proposed Executive Director is on substantially the same terms as those of the Executive Directors (as described in paragraph 8.1, above), save for some variation in benefits provided (including a discretionary bonus).

8.4 Non-Executive Directors

The Company has appointed three independent Non-Executive Directors, including the Chairman and Senior Independent Director.

The Non-Executive Directors are each appointed by a letter of appointment reflecting their responsibilities and commitments. Under the Articles, all Directors must retire by rotation and seek re-election by Shareholders every three years; however, it is intended (as described in paragraph 2.1 of Part 21 (Directors, Senior Management and Corporate Governance)) that the Directors shall each retire and submit themselves for re-election by Shareholders annually.

The principal terms of the Non-Executive Directors' letters of appointment are summarised below. Each Non-Executive Director will be entitled to an annual fee, details of which are set out in the table below. In addition, each Non-Executive Director will be entitled to be reimbursed for all reasonable expenses incurred by him or her in the course of their duties to the Company and has the benefit of directors' and officers' insurance maintained by the Company on their behalf. Each letter of appointment contains obligations of confidentiality which have effect during the appointment and after its termination.

Non-Executive Director	Annual fees	Initial term	Committee Chairmanship / SID
Tom Cross Brown	£120,000	3 years(1)	Chairman and Chairperson of Nomination Committee
Margaret Snowdon OBE	£65,000	3 years(1)	Independent Director and Chairperson of Remuneration Committee
Alan Bannatyne	£75,000	3 years(1)	Senior Independent Director and Chairperson of Audit and Risk Committee

Note:

⁽¹⁾ Terminable upon three months' notice by either party.

8.5 Proposed Non-Executive Director

The Company proposes, conditional upon Completion, to appoint Jonathan Punter as an additional Non-Executive Director (in such capacity, the ''Proposed Non-Executive Director'') with effect from Completion. Such appointment would be made in accordance with the provisions of the Relationship Agreement between the Company and PS Topco, the terms of which are summarised at paragraph 2.6 of Part 8 (Terms and Conditions of the Acquisition), and would be pursuant to the terms of a letter of appointment reflecting his responsibilities and commitments.

The letter of appointment for the Proposed Non-Executive Director is on materially the same terms as the letters of appointment for the other Non-Executive Directors (as outlined in paragraph 8.4, above). The key terms of the proposed letter of appointment are:

Proposed Non-Executive Director	Annual fees	Initial term
Jonathan Punter	£60,000	3 years(1)

Note:

(1) Terminable upon three months' notice by either party.

8.6 Senior Managers

For the year ended 31 March 2017, in respect of Robert Birmingham, Andrew Bowsher, Neil Macbeth and John Burns, the aggregate total remuneration paid (including contingent or deferred compensation) and benefits in kind paid to the Senior Managers by members of the Group was £796,340.

8.7 Pensions

The total amount set aside or accrued by the Group to provide pension, retirement or other benefits to the Xafinity Directors and Senior Managers in the year ended 31 March 2017 was £122,622.

8.8 Termination benefits

Save as set out in this paragraph 8, there are no existing or proposed service agreements between any Director or Senior Manager and any member of the Group providing for benefits upon termination of employment.

9 Xafinity Share Plans

As at the date of this document, the Board has adopted the following employee share plans:

* the PSP; and
* the Sharesave Plan,

together, the ''Share Plans''.

The Share Plans were adopted on 24 January 2017, in part in anticipation of IPO Admission (which took place on 16 February 2017). A summary of the main terms of the Share Plans, which are administered by the Remuneration Committee, is set out in this paragraph 9. Certain amendments to the Share Plans are proposed to be effected in connection with the Acquisition Share Awards, as described in paragraph 3 of Part 8 (Terms and Conditions of the Acquisition).

9.1 Introduction

9.1.1 Benefits provided under the Share Plans are not pensionable.
9.1.2 The Directors are entitled to make awards under the Share Plans provided that commitments to issue new shares or re-issue treasury shares to executives and employees, when aggregated with awards under all of the Group's share plans do not exceed 10 per cent of the issued ordinary share capital of the Company (adjusted for share issuances and cancellations) in any rolling 10 year period.
9.1.3 The Remuneration Committee made awards under the PSP to the Executive Directors of 895,680 Ordinary Shares on IPO Admission. These awards were not included for the purposes of the dilution limits above.
9.1.4 No awards will be made under the Share Plans after the date falling 10 years after the date of IPO Admission. Remaining Ordinary Shares held in the Xafinity EBT following IPO Admission and completion of the Offer may also be used to satisfy bonus payments made to Group employees in the future through the payment of bonuses in cash or shares to employees.
9.1.5 The Board has discretion from time to time to amend the Share Plans. However, alterations or additions that adversely affect the subsisting rights of an existing participant may only be made with the consent in writing of the relevant participant or consent of 75 per cent of the participants. The provisions of the Share Plans relating to:
9.1.5.1 the persons to whom, or for whom, securities, cash or other benefits are provided under the Share Plans;
9.1.5.2 limitations on the number or amount of the securities, cash or other benefits subject to the Share Plans;
9.1.5.3 the maximum entitlement for any one participant; and
9.1.5.4 the basis for determining a participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital,

cannot be altered to the advantage of participants without the prior approval of Shareholders in a general meeting (except for minor amendments to benefit the administration of the Share Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for the Company or for members of its group).

9.2 Performance Share Plan (PSP)

9.2.1 The PSP allows the Remuneration Committee to grant Executive Directors and employees the option to subscribe for Ordinary Shares at nominal value or at nil cost. The first awards were made on IPO Admission in the form of performance shares. These awards will vest shortly after the third anniversary of the date of grant to the extent that the performance conditions are met.
9.2.2 The main terms of the PSP are set out below.
9.2.2.1 Eligibility

The PSP is designed for Executive Directors and other selected employees. Non-Executive Directors are excluded.

The Remuneration Committee decides to whom awards are granted, the number of shares subject to an award, the exercise date(s) and the performance targets (if any) which must be achieved in order for the option to be exercisable.

9.2.2.2 Types of award

Awards granted under the PSP are performance shares. ''Performance shares'' are either nil cost share options or share options with an exercise price equal to the nominal value of a share. The right to exercise the option is generally dependent upon the participant remaining an officer or employee throughout the performance period and the satisfaction of performance targets. This is subject to the good leaver provisions described below.

Participants will be entitled on or shortly after vesting to a payment (in cash or shares) of an amount which is equal to the aggregate amount of dividends paid during the vesting period on the number of shares which vested under the award.

9.2.2.3 Individual limits

The value of shares over which an employee or Executive Director may be granted options under the PSP in any financial year of the Company shall not exceed 150 per cent of his or her basic rate of salary at the date of grant. However, in exceptional circumstances, such as a new strategic hire, awards may be made up to 200 per cent of basic salary.

9.2.2.4 Performance targets

The Remuneration Committee sets objective targets which will determine the extent to which options will vest.

Targets for the first awards granted to Executive Directors are as follows:

* Up to 50 per cent of each award will vest according to the Company's growth in earnings per share (''EPS'') over the three financial years starting with the 2017-18 financial year and up to 50 per cent of each award will vest according to the Company's total shareholder return (''TSR'') relative to that of the companies in the comparator group.
* The comparator group consists of approximately 20 companies (excluding investment trusts) whose shares are listed on the London Stock Exchange and whose market capitalisation is similar to that of the Company.
* 25 per cent (of 50 per cent) of an award will vest if EPS grows by an average of 8 per cent more than the CPI per year; 100 per cent (of 50 per cent) of an award will vest for annual growth of 18 per cent above CPI; vesting will be on a straight line between these two points.
* 25 per cent (of 50 per cent) of an award will vest if TSR is at the median of the comparator group; 100 per cent (of 50 per cent) of an award will vest for top quartile performance; vesting will be on a straight line between these two points.

The performance conditions for the first awards made to other senior managers are similar to those set out above save that (i) there is no TSR condition; and (ii) 50 per cent of an award will vest if EBITDA grows by an average of 3 per cent more than the CPI per year; 100 per cent of an award will vest for annual growth of 7 per cent above CPI; vesting will be on a straight line between these two points.

The Remuneration Committee may modify or amend the performance targets if changes to the Company or its business mean that the targets are no longer relevant or appropriate or to ensure that the result does not produce outcomes that are not in line with the overall performance of the Company. However, any new or amended conditions will not be materially any more or less challenging than the original conditions were expected to be at the time they were imposed.

9.2.2.5 Variation of share capital

Options granted under the PSP may be adjusted to reflect variations in the Company's share capital.

9.2.2.6 Vesting of options

Options will vest on the third anniversary of the date of grant to the extent that the performance targets have been met. Vested options may generally be exercised between the third and tenth anniversaries of the date of grant.

Options may vest earlier:

* if the participant ceases to be in employment due to injury, disability or redundancy or if he dies, his employing company or business is transferred out of the Company's group or, if the Remuneration Committee otherwise determines, options may be exercised during the six month period following cessation (or 12 months in the case of death) to the extent that the performance target (adjusted to take account of the shorter period from grant) has been met and scaled down (unless the Remuneration Committee determines otherwise) to reflect the proportion of the performance period that has elapsed; or

* if the Company is taken over, or there is a scheme of arrangement or a voluntary winding up, options may then be exercised to the extent determined by the Remuneration Committee, taking into account the extent that the performance target has been met.

9.2.2.7 Holding period

Once Options granted to an Executive Director have vested there is a holding period of a further two years (or such shorter period as means the period from grant until the end of the holding period will be equal to five years). Up until the end of the holding period, an Executive Director may only sell shares to cover the subscription cost and any income tax and national insurance contributions due on the share subscription.

9.2.2.8 Leavers

As a general rule, if a participant ceases to be an employee before the third anniversary of the date of grant of his option, it will lapse immediately.

However, if the participant leaves before the third anniversary of the date of grant due to injury, disability or redundancy or if he dies, his employing company or business is transferred out of the Company's group or, if the Remuneration Committee otherwise determines, his option may then be exercised during the six month period following cessation (or 12 months in the case of death) to the extent that the adjusted performance target has been met and scaled down (unless the Remuneration Committee determines otherwise) to reflect the proportion of the performance period that has elapsed.

9.2.2.9 Rights and restrictions

Shares issued under the PSP will rank pari passu with existing ordinary shares and the Company shall apply for such shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

9.2.2.10 Alteration

The Remuneration Committee may amend the rules of the PSP provided that no amendments may adversely affect a participant as regards options granted before the date of amendment without the consent of the participant or of the holders of 75 per cent of the shares then subject to the options which are affected by the proposed amendment.

9.2.2.11 Clawback

The Remuneration Committee may apply clawback where at any time before or within two years of vesting it determines that the financial results of the Company were misstated, an error was made in any calculation or in assessing performance, which resulted in the number of shares in respect of which the Option was granted or vested being more than it should have been. The Remuneration Committee may also apply a clawback where at any time before the fifth anniversary of the date of grant it is discovered that the participant committed an act or omission prior to vesting that justified, or would have justified, summary dismissal from office or employment.

9.2.2.12 General

Options may not be assigned, charged or transferred.

Participants in the PSP are not entitled to compensation for loss of awards due to termination of their office or employment and their rights and obligations are not affected by participation in the PSP.

The existence of options does not affect the Company's ability to change its share capital structure or to merge, consolidate, issue bonds, debentures, or preferred stock or to dissolve or liquidate the Company, or to sell or transfer any part of its assets or business.

9.3 Sharesave Plan

9.3.1 The Sharesave Plan is intended to be a savings related share option plan that satisfies the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 (''Schedule 3''), thus allowing participants to qualify for relief from income tax on the exercise of their share options under normal circumstances.
9.3.2 Employees agree to save a fixed amount each month from their net pay. The savings are transferred to a savings carrier. An option is granted over the maximum number of shares that the employee will be able to buy at the exercise price using his savings.
9.3.3 The main terms of the Sharesave Plan are set out below:
9.3.3.1 Eligibility

All persons who at the start of the invitation period have been employees (or employees who are also office-holders) of a member of the Group for six months are eligible to participate.

9.3.3.2 Types of award

The Board may grant options under the Sharesave Plan to subscribe for ordinary shares at a 20 per cent discount to the market value of a share at the date of invitation to participate.

9.3.3.3 Individual limits

Employees will be able to save up to £500 per month. At times it may be necessary to limit this maximum limit to manage the number of shares required to service the Sharesave Plan.

9.3.3.4 Variation of share capital

Options granted under the Sharesave Plan may be adjusted to reflect variations in the Company's share capital.

9.3.3.5 Savings period

The savings period will be three years. At the end of this time employees have six months to exercise their options or to receive a refund of their savings. Options may also be exercised earlier:

* if the participant ceases to be in employment due to injury, disability, retirement or redundancy or if he or she dies;
* if the Company is taken over, or there is a scheme of arrangement or a voluntary winding up; or
* if the company by which the participant is employed ceases to be a member of the Group or the employee's employment is transferred to a company which is not a member of the Group.

Under such circumstances, the participant (or their personal representatives) can decide whether to exercise their option based on savings up until the above event or receive a refund of their savings.

9.3.3.6 Rights and restrictions

Shares issued under the Sharesave Plan will rank pari passu with Existing Ordinary Shares and the Company shall apply for such shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

9.3.3.7 Alteration

The Remuneration Committee may amend the rules of the Sharesave Plan. However, as the Sharesave Plan is designed to satisfy the requirements of Schedule 3, care must be taken not to amend a key feature and notice of any amendments must be reported to HM Revenue & Customs.

9.3.3.8 General

Options may not be assigned, charged or transferred. Participants in the Sharesave Plan are not entitled to compensation for loss of awards due to termination of their office or employment and their rights and obligations are not affected by participation in the Sharesave Plan. The existence of options does not affect the Company's ability to change its share capital structure or to merge, consolidate, issue bonds, debentures, or preferred stock or to dissolve or liquidate the Company, or to sell or transfer any part of its assets or business.

9.4 Employee Benefit Trust

The Xafinity EBT was established by the Company on 19 February 2013 as a discretionary employee benefit trust. The Xafinity EBT held ordinary shares and cash as were required to satisfy existing awards and options granted under the terms of a pre-existing employee incentive plan (the ''Pre-IPO Incentive Share Plan''). The class of beneficiaries of the Xafinity EBT included employees and former employees of the Group.

The majority of awards under the Pre-IPO Incentive Share Plan were satisfied on IPO Admission. However, the Xafinity EBT continues to hold 1,836,758 Ordinary Shares for the benefit of employees, which it is intended will be allocated to staff over two to three years following IPO Admission to retain and incentivise employees through the payment of bonuses in cash or Ordinary Shares.

10 Subsidiaries

10.1 The Company acts as the holding company of the Group. The Company has the following significant subsidiaries, being subsidiary undertakings which the Company considers are likely to have a significant effect on the assessment of the Company's assets and liabilities, financial position or profits and losses:

Name	Country of incorporation	Proportion of ownership interest	Principal activity
Xafinity Consulting (Reading) Limited	England	100 per cent	Holding company
Xafinity (Reading) Limited	England	100 per cent	Holding company
Xafinity Consulting Limited	England	100 per cent	Operating company
Xafinity SIPP Services Limited	England	100 per cent	Operating company
HR Trustees Limited	England	100 per cent	Operating company

10.2 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 (a) subsidiary undertakings listed above and (b) pursuant to the Acquisition, as described in this document.

11 Properties

The Group's principal properties are located in Reading, Leeds, Stirling, Belfast, London and Manchester. Details of these property arrangements are set out below:

Floor	Property Address	Landlord	Tenant	Commencement date	End date	Current rent per annum
Second and Third Floor	Phoenix House 1 Station Hill Reading RG1 1NB	Fidelity UK Retail Estate Fund	Xafinity Consulting Limited	16 May 2014	15 May 2024	£523,285.50
Part First Floor	10 South Parade Leeds LS1 5AL	East Parade Limited	Xafinity Consulting Limited	16 June 2010	15 June 2020 £201,665.50
Part First Floor	Scotia House Castle Business Park Stirling FK9 4TZ	Xafinity Solutions Limited (superior landlord is City of Stirling Business Parks (Investments) Limited)	Xafinity Consulting Limited	15 November 2014	14 November 2024	£74,360

Floor	Property Address	Landlord	Tenant	Commencement date	End date	Current rent per annum
7th Floor	Montgomery House 29-31 Montgomery Street Belfast BT1 4NX	Turley Associates Limited	Xafinity Consulting Limited	3 June 2013	4 March 2018 £56,224
First Floor	11-13 and 33-34 Crosswall London EC3N 2JY	Threadneedle Pensions Limited	Xafinity Consulting Limited	1 November 2013	31 October 2018	£81,030
Office 401	82 King Street Manchester M2 4WQ	Regus Management (UK) Limited	Xafinity Consulting Limited	1 August 2010	31 August 2018	£132,000

There are currently no environmental or health and safety issues which will materially affect the Group's use of the assets described in this paragraph 11.

12 Notifications of shareholdings

The Transparency Rules, which apply to the Company and its Shareholders, set out the notification requirements for Shareholders and the Company where the voting rights of a Shareholder exceed, reach or fall below the threshold of 3 per cent and each 1 per cent thereafter up to 100 per cent. The Transparency Rules provide that disclosure by a Shareholder to the Company must be made within two trading days of the event giving rise to the notification requirement and the Company must release details to a regulatory information service as soon as possible following receipt of a notification and by no later than the end of the trading day following such receipt. If the Company determines that a shareholder has not complied with the provisions of the Transparency Rules with respect to some or all of its shares and provided that such shares represent at least 0.25 per cent of the issued shares of the Company, the Company shall have the right by delivery of notice to the shareholder (subject to certain time limits and conditions) to: (i) suspend the shareholder's rights to vote the relevant shares; (ii) withhold any dividend or other amount payable with respect to the relevant shares; (iii) render ineffective any election to receive shares instead of cash in respect of any dividend or part thereof; and/or (iv) prohibit the transfer of any shares by that shareholder.

13 Material Contracts

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group or the Target Group (as applicable) (a) in the two years immediately preceding the date of this document and are, or may be, material or (b) contain provisions under which any member of the Group (or the Target Group, as applicable) has any obligation or entitlement which is material to the Group (or the Target Group, as applicable) as at the date of this document:

13.1 Xafinity Group contracts

13.1.1 Sponsor and Placing Agreement

On 7 December 2017, the Company, Deloitte, Zeus Capital and Liberum Capital entered into the Sponsor and Placing Agreement, which sets out the terms on which the Company has appointed (i) Deloitte as sponsor in relation to the Acquisition and the Capital Raising, (ii) Zeus Capital as joint bookrunner and sole broker in connection with the Capital Raising and (ii) Liberum Capital as joint bookrunner and sole underwriter in connection with the Capital Raising.

Pursuant to the Sponsor and Placing Agreement, the Joint Bookrunners have agreed to use their respective reasonable endeavours to procure (i) Firm Placees for the Firm Placing Shares to be issued pursuant to the Firm Placing and (ii) Placing Placees for the Open Offer Shares not taken up by Qualifying Shareholders under the Open Offer, failing which, Liberum Capital has agreed to subscribe for such Firm Placing Shares or Open Offer Shares itself on the terms and subject to the conditions of the Sponsor and Placing Agreement.

Under the Sponsor and Placing Agreement, the Company will pay to Deloitte a sponsor services fee in connection with the Capital Raising of £500,000 (plus applicable VAT). In addition, the Company will pay to the Joint Bookrunners (conditional upon Admission of the Capital Raising Shares) a commission of 2.25 per cent of the aggregate value at the Issue Price of the Capital Raising Shares, such amount to be paid in equal proportions to Zeus Capital and Liberum. The Company will also pay other costs and expenses of, or incidental to (among other things) the issue of the New Ordinary Shares, including Deloitte's and the Joint Bookrunners' legal and other professional fees and expenses, and all other related VAT, if applicable.

The Sponsor and Placing Agreement is conditional, among other things, on:

* the Resolutions being passed by the Shareholders at the General Meeting;
* the Company having complied with its obligations under the Sponsor and Placing Agreement that fall to be performed on or prior to Admission of the Capital Raising Shares and which are, in the reasonable opinion of Deloitte and the Joint Bookrunners, material in the context of the Capital Raising;
* the Acquisition Agreement being entered into, becoming unconditional in all respects (other than conditions relating to Admission of the Capital Raising Shares, Admission of the Completion Shares and the granting by the FCA of approval in relation to the change of control of PS Investment Consulting) and not having been terminated in accordance with its terms;
* the Amended Facilities Agreement being entered into, becoming unconditional in all respects (other than customary certain funds conditions and conditions relating solely to Admission of the Capital Raising Shares or Completion) and not having been terminated in accordance with its terms;
* Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 5 January 2018 (or such later time and/or date as the Joint Bookrunners, the Sponsor and the Company may agree, being not later than 8.00 a.m. on 19 January 2018); and
* in the good faith opinion of the Joint Bookrunners and Deloitte, between the date of the Sponsor and Placing Agreement and Admission of the Capital Raising Shares, there having been no material adverse change in the financial, operational or legal condition or the earnings, management, business affairs, solvency or prospects of the Group, or of the Enlarged Group (taken as a whole), whether or not arising in the ordinary course of business.

In addition, each of Zeus Capital, Liberum Capital and Deloitte has the right to terminate the Sponsor and Placing Agreement, exercisable in certain customary circumstances, prior to Admission of the Capital Raising Shares.

13.1.2 Acquisition Agreement

A summary of the provisions of the Acquisition Agreement is set out at paragraph 1 of Part 8 (Terms and Conditions of the Acquisition).

13.1.3 Disposal Agreement

A summary of the provisions of the Disposal Agreement is set out at paragraph 2.2 of Part 8 (Terms and Conditions of the Acquisition).

13.1.4 Lock-In Deeds

A summary of the provisions of the Lock-In Deeds is set out at paragraph 2.5 of Part 8 (Terms and Conditions of the Acquisition).

13.1.5 Relationship Agreement

A summary of the provisions of the Relationship Agreement is set out at paragraph 2.6 of Part 8 (Terms and Conditions of the Acquisition).

13.1.6 Amended Facilities Agreement

On 24 January 2017, the Company and certain other companies in the Xafinity Group entered into a secured credit facility with HSBC Bank plc as sole lender (the ''Existing Facilities Agreement'') for up to £38 million of committed term and revolving loan facilities and a further £10 million uncommitted loan facility (the ''Existing Facility'').

On 7 December 2017 the Existing Facilities Agreement was amended and restated (as amended, the ''Amended Facilities Agreement'') to increase the aggregate facilities available thereunder to £80 million of committed facilities to be advanced by certain lenders, including HSBC Bank plc and The Governor and Company of the Bank of Ireland (the ''New Debt Facilities'').

Facility A may be utilised for the purpose of funding the general corporate and working capital purposes of the Group, including, but not limited to, the refinancing of any existing financial indebtedness of the Group. Facility B may be utilised for the financing of or payment of any costs, expenses and fees in connection with Acquisition. Thereafter, Facility B may be used for the same purposes of Facility A.

The Amended Facilities Agreement also provides the Company with the ability to request (on an uncommitted basis) that the total commitments thereunder be increased by a further £20 million.

The Company's indirect subsidiary, Xafinity CRL, is party to the Amended Facilities Agreement as borrower, and a number of other members of the Xafinity Group including Xafinity Financing (Reading) Limited, Xafinity (Reading) Limited, Xafinity Consulting Limited, Xafinity SIPP Services Limited and Xafinity Pensions Consulting Limited (together with the Company and Xafinity CRL, the ''Original Obligors'') each guarantee the performance of all of the obligations of Xafinity CRL and of each other obligor under the Amended Facilities Agreement. All guarantees are provided on a joint and several basis and the New Debt Facilities are secured against the assets of the Original Obligors. Within 45 days of Completion, certain entities within the Target Group will accede to the New Debt Facilities as additional obligors and will grant guarantees and security consistent with those provided by the Original Obligors.

Each facility under the Amended Facilities Agreement has an interest rate comprised of the aggregate of the applicable LIBOR for the relevant drawing and an initial margin of 1.75 per cent per annum. This margin payable is then subject to a margin ratchet pursuant to which the level may adjust, by both increasing or decreasing in direct correlation with the Xafinity Group's ''Net Leverage'' (being the Xafinity Group's consolidated net financial indebtedness at a particular covenant test date divided by the consolidated adjusted EBITDA (as defined in the Amended Facilities Agreement) of the Xafinity Group for the 12 month period ending on that covenant test date).

The facilities under the Amended Facilities Agreement are repayable by Xafinity CRL on the date 60 months from the date of the Amended Facilities Agreement. The Amended Facilities Agreement also includes mandatory prepayment provisions which may also apply to require earlier prepayment, for example, as a result of a change of control or illegality, and that voluntary prepayments may be made by Xafinity CRL, provided that the minimum thresholds for amounts and notice periods have been met.

A number of standard representations and warranties are provided under the terms of the Amended Facilities Agreement, many of which will be repeated on the date of each utilisation request, each utilisation and on the first day of each interest period. Customary materiality tests, carve-outs and grace periods will also apply. The Amended Facilities Agreement also requires that the obligors comply with, and, in appropriate cases, require that the Company ensures the compliance of the Xafinity Group with, a number of customary undertakings. The terms of the Amended Facilities Agreement contain two financial covenants, one requiring that the Xafinity Group's ''Leverage Ratio'' cannot exceed a particular level as at any test date and the other stating that the ratio of the adjusted EBITDA of the Xafinity Group for the 12 month period ending on a particular covenant test date to the consolidated net finance charges for the Xafinity Group for that same 12 month period cannot be less than a particular level as at any such test date. These two financial covenants will be tested quarterly.

The Amended Facilities Agreement also includes the usual events of default provided for facilities and transactions of this type. Upon the occurrence of an event of default which is not remedied or waived, the lenders under the Amended Facilities Agreement will have the option of cancelling the available facility, and may declare all outstanding payments to be immediately due and payable and exercise all or any of its rights under the finance documents.

13.1.7 Lock-in deed in connection with IPO Admission

Pursuant to a lock-in deed dated 16 February 2017 entered into between, among others, the Company, Zeus Capital and the IPO Lock-in Individuals (the ''IPO Lock-in Deed''), entered into in connection with IPO Admission:

* the Company undertook, for a period of 12 months from the date of IPO Admission, except with the prior consent of Zeus Capital, not to issue, offer, lend, mortgage, assign, charge, sell or contract to sell, or otherwise dispose of (or publicly announce any such issuance, offer, loan, mortgage, assignments, charge sale or disposal) directly or indirectly, any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing;
* the IPO Lock-in Individuals who held Ordinary Shares directly in the Company at the time of IPO Admission each undertook, for a period of 12 months from the date of IPO Admission, except with the prior written consent of Zeus Capital, not to offer, lend, mortgage, assign, charge, sell or contract to sell, or otherwise dispose of (or publicly announce any such offer, loan, mortgage, assignments, charge, sale or disposal) directly or indirectly, any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing; and
* the IPO Lock-in Individuals who were determined by the trustees of the Xafinity EBT to be entitled to the beneficial interest in Ordinary Shares from the Xafinity EBT as a result of the vesting on IPO Admission of awards previously granted to them under the Pre-IPO Incentive Share Plan, each undertook for a period of 12 months from the date of IPO Admission, except with the prior written consent of Zeus Capital, not to offer, lend, mortgage, assign, charge, sell or contract to sell, or otherwise dispose of (or publicly announce any such offer, loan, mortgage, assignments, charge, sale or disposal) directly or indirectly, an agreed proportion of their interest in the Ordinary Shares (or any other interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.

Each of the lock-in arrangements entered into in connection with IPO Admission is subject to certain customary exceptions.

13.2 Target Group contracts

13.2.1 Target Group Reorganisation

Prior to the entry into the Acquisition Agreement, PS Group entities entered into various agreements and arrangements pursuant to which the following steps were effected to transfer certain interests held by Target Group entities to PS Group entities outside the Target Group (collectively, the ''Target Group Reorganisation''):

* Punter Southall Limited disposed of its shareholding in Eastearly Limited;
* Punter Southall Limited disposed of its shareholding in Independent Transition Management Limited;
* Punter Southall Limited disposed of Cell PS 17 in Mannequin Insurance PCC Limited;
* Punter Southall Limited disposed of its shareholding in Trustee & Pension Management & Publishing Limited;
* Target Holdco disposed of the entire issued share capital of PS Trustees Limited; and
* Punter Southall Limited terminated its membership of The Trustee and Pension Management Association Limited.

13.2.2 BGJ Deed of Apportionment

13.2.3 PS secured credit facility

On 18 April 2017, PS Topco entered into a secured credit facility as borrower with HSBC Bank plc, Santander UK plc and Barclays Bank plc as lenders and Santander UK plc as security agent (the ''PS Facility''). Certain members of the PS Group, including each entity in the Target Group, also entered into the PS Facility (together with PS Topco, the ''PS Obligors''). Each PS Obligor provided a continuing guarantee of the punctual performance by each other PS Obligor of all that PS Obligor's obligations under the PS Facility. The guarantees are provided on a joint and several basis. As security for the payment and discharge of the liabilities of any PS Obligor under the PS Facility, each PS Obligor entered into a debenture with the security agent on 18 April 2017.

The PS Facility comprises (i) a term loan of up to £15 million and (ii) a term loan of up to £9,999,999.99, each to be used by PS Topco to refinance existing financial indebtedness and to pay transaction costs, (iii) a revolving loan facility of up to £19,999,999.98 and (iv) a revolving credit facility of up to £4,999,999.98, each to be used by the borrowers (from time to time) towards the PS Group's general corporate purposes. Each of the facilities is repayable on 18 April 2022. Mandatory prepayment provisions may apply to require earlier prepayment, for example, as a result of a change of control or illegality. The representations, warranties, undertakings and events of default in the PS Facility are customary for a business of the nature of the PS Group.

The PS Facility will be irrevocably cancelled and repaid on Completion.

14 Litigation

14.1 The Xafinity Group

There are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on the Company's or the Group's financial position or profitability.

14.2 The Target Group

14.2.1 The Target Group is subject to an existing claim under which the Target Group's liability is expected to be approximately £8 million. However insurers have indicated that the Target Group's liability under this claim will be fully covered by its professional indemnity insurance policy. There is no excess applicable as costs up to the excess have already been met.
14.2.2 Save as set out in paragraph 14.2.1, above, there are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on the Target Group's financial position or profitability.

15 Working capital

The Company is of the opinion that, taking into account the bank and other facilities available to the Group, the Group has sufficient working capital for its present requirements; that is, for at least the next 12 months from the date of this document.

The Company is of the opinion that, taking into account the net proceeds of the Capital Raising and the bank and other facilities available to the Enlarged Group, the Enlarged Group has sufficient working capital for its present requirements; that is, for at least the next 12 months from the date of this document.

16 Significant change

16.1 The Xafinity Group

There has been no significant change in the financial or trading position of the Xafinity Group since 30 September 2017, being the latest date to which the unaudited interim historical financial information incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity) was prepared.

16.2 The Target Group

17 Related party transactions

Other than those matters referred to in the historical financial information relating to the Group for the three financial years ended 31 March 2017 and the six months ended 30 September 2017, incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity), during the period commencing on 1 April 2014 and ending on the date of this document, the Company has not entered into any related party transactions.

18 Consents

18.1 Deloitte has given and not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear.
18.2 Zeus Capital has given and not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear.
18.3 Liberum Capital has given and not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear.
18.4 PwC has given and has not withdrawn its consent to the inclusion in this document of (a) its report set out in Section B of Part 19 (Unaudited Pro Forma Financial Information relating to the Enlarged Group), and (b) its report set out in Section A of Part 18 (Historical Financial Information relating to the Target Group), in the form and context in which they appear, and has in each case authorised the contents of such reports solely for the purposes of complying with rule 5.5.3R (2)(f) of the Prospectus Rules.

19 General

19.1 The estimated costs and expenses relating to the Capital Raising (including those fees and commissions referred to in paragraph 13.1.1, above) payable by the Group are estimated to amount to approximately £4.2 million (excluding VAT). The total net proceeds of the Capital Raising, after settling fees and expenses, will be approximately £65.8 million.
19.2 BDO LLP, whose registered office is at 55 Baker Street, London W1U 7EU, has been the auditor of the Company for the three full years ended 31 March 2015, 2016 and 2017, and up to and including the six months ended 30 September 2017. BDO LLP is a member of the Institute of Chartered Accountants in England and Wales and has no material interest in the Group.

20 Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any day (except Saturdays, Sundays and bank and public holidays in England and Wales), free of charge to the public, at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT from the date of this document to the date one month from the date of Admission of the Completion Shares:

(a) the Articles;
(b) the Acquisition Agreement;
(c) the historical financial information relating to the Xafinity Group for the three full financial years ended 31 March 2017, and the six months ended 30 September 2017, together with the relevant auditor's report or accountant's report thereon by BDO LLP incorporated by reference in Part 17 (Historical Financial Information relating to Xafinity);
(d) the historical financial information relating the Target Group and the report thereon by PwC set out in Part 18 (Historical Financial Information relating to the Target Group);
(e) the unaudited pro forma financial information and the report thereon by PwC set out in Part 19 (Unaudited Pro Forma Financial Information for the Enlarged Group);
(f) the letters of consent referred to in paragraph 18, above; and
(g) this document.

In addition, a copy of this document is available on the Company's website at www.xafinity.com, or through the National Storage Mechanism website located at www.morningstar.co.uk/uk/nsm.

Dated 7 December 2017.

INFORMATION INCORPORATED BY REFERENCE

This document should be read and construed in conjunction with the following documents which have been previously published and filed with the FCA and which shall be deemed to be incorporated in, and form part of, this document:

Reference document	Information incorporated by reference into this document	Page number(s) in reference document
The Xafinity Group's interim results containing unaudited consolidated interim financial statements for the six months ended 30 September 2017	Interim Management Report Interim Financial Statements	2 3-11
The Xafinity Group's 2017 annual report and accounts, containing the audited consolidated financial statements of the Xafinity Group in respect of the financial year ended 31 March 2017	Strategic Report Financial Statements	2-25 53-89
The IPO Prospectus	Accountant's report in respect of the historical financial information relating to the Xafinity Group	75-76
	Consolidated statement of comprehensive income	77
	Consolidated balance sheets	78
	Consolidated statement of changes in equity	79
	Consolidated statement of cash flows	80-81
	Significant accounting policies	82-88
	Notes to the historical financial information	82-116
	Operating and financial review	56-74

To the extent that any document or information incorporated by reference or attached to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document for the purposes of the Prospectus Rules, except where such information or documents are stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information.

Any statement contained in a document which is deemed to be incorporated by reference into this document shall be deemed to be modified or superseded for the purpose of this document to the extent that a statement contained in this document (or in a later document which is incorporated by reference into this document) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

These documents are also available on the Company's website at www.xafinity.com. Except as set out above, no other portion of these documents is incorporated by reference into this document and those portions which are not specifically incorporated by reference in this document are either not relevant for the prospective investors and/or Shareholders or the relevant information is included elsewhere in this document.

DEFINITIONS

The following terms have the following meanings throughout this document unless the context requires otherwise:

''£0.01 Ordinary Shares''	has the meaning given to it in paragraph 3.1.14 of Part 22 (Additional Information);
''2019 Xafinity Accounts''	the audited consolidated statement of profit and loss (or income statement and statement of comprehensive income) in respect of the Xafinity Group for the financial year ending 31 March 2019;
''2019 Xafinity Revenue''	has the meaning given to it in paragraph 1.3 of Part 8 (Terms and Conditions of the Acquisition);
''A Ordinary Shares''	has the meaning given to it in paragraph 3.1.3 of Part 22 (Additional Information);
''Acquisition''	the proposed acquisition of the entire issued share capital of Target Holdco, the holding company of the Target Group, pursuant to the Acquisition Agreement;
''Acquisition Agreement''	the agreement dated 7 December 2017 between the Company and PS Topco pursuant to which the Company conditionally agreed to acquire (or procure the acquisition by Xafinity CRL of) the entire issued share capital of Target Holdco (the holding company of the Target Group), the Minority Shares and the PL B Shares, a summary of which is contained in Part 8 (Terms and Conditions of the Acquisition);
''Acquisition Share Awards''	has the meaning given to it in paragraph 3 of Part 8 (Terms and Conditions of the Acquisition);
''Actuarial Consulting Business''	the actuarial consulting business of the Target Group, conducted through Punter Southall Limited, as carried on at the date of this document;
''Adjusted EBITDA''	profit from operating activities before depreciation, amortization, share-based payment costs and exceptional items;
''Admission of the Capital Raising Shares''	the admission of the Firm Placing Shares and the Open Offer Shares by the UKLA to listing on the premium segment of the Official List and by the London Stock Exchange to trading on the Main Market;
''Admission of the Completion Shares''	the admission of the Completion Shares by the UKLA to listing on the premium segment of the Official List and by the London Stock Exchange to trading on the Main Market;
''Amended Facilities Agreement''	has the meaning given to it in paragraph 13.1.6 of Part 22 (Additional Information);
''Aon Hewitt Survey''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Application Form''	the application form accompanying this document on which Qualifying Non-Crest Shareholders may apply for Open Offer Shares under the Open Offer;
''Approved Person''	a person approved by the FCA under the Approved Persons Regime;
''Approved Persons Regime''	the regime pursuant to which certain persons are approved by the FCA to perform a ''controlled function'' for an authorised firm or an appointed representative firm;
''Articles'' or ''Articles of Association''	the articles of association of the Company from time to time;
''Audit and Risk Committee''	the audit and risk committee of the Board;

''Auditors''	BDO LLP of 55 Baker Street, London W1U 7EU;
''AUM''	assets under management;
''B Ordinary Shares''	has the meaning given to it in paragraph 3.1.3 of Part 22 (Additional Information);
''BGJ DB Scheme''	the BGJ Pension Scheme, an occupational defined benefit pension scheme governed by a definitive trust deed and rules dated 4 October 1994, as amended from time to time;
''BGJ Deed of Apportionment''	the deed of apportionment relating to the flexible apportionment arrangement in connection with the BGJ DB Scheme entered into between Punter Southall Limited, Bonneysave Limited, PS Topco and the trustees of the BGJ DB Scheme on 7 December 2017, as described in paragraph 13.2.2 of Part 22 (Additional Information);
''Board'' or ''Xafinity Board''	the board of directors of Xafinity;
''Bonus Issue''	has the meaning given to it in paragraph 3.1.12 of Part 22 (Additional Information);
''Bribery Act''	the Bribery Act 2010, as amended from time to time;
''Business Day''	a day (not being a Saturday, Sunday or public holiday) on which banks are generally open for business in London, United Kingdom;
''C Ordinary Shares''	has the meaning given to it in paragraph 3.1.3 of Part 22 (Additional Information);
''CAGR''	compound annual growth rate;
''Capital Raising''	the Firm Placing and the Placing and Open Offer;
''Capital Raising Shares''	the Firm Placing Shares and the Open Offer Shares;
''CBPE''	funds managed by CBPE Capital LLP;
''certificated'' or ''in certificated form''	a share or other security (as appropriate) not in uncertificated form (that is, not in CREST);
''CFO''	Chief Financial Officer;
''Closing Price''	the closing middle market quotation of an Existing Ordinary Share as derived from SEDOL;
''CMA''	the Competition and Markets Authority;
''CODM''	chief operating decision maker;
''Companies Act'' or ''Act''	the Companies Act 2006, as amended from time to time;
''Company'' or ''Issuer'' or ''Xafinity''	Xafinity plc;
''Completion''	completion of the Acquisition in accordance with the terms of the Acquisition Agreement;
''Completion Shares''	the 25,766,871 new Ordinary Shares proposed to be issued by the Company on Completion, pursuant to the Acquisition;
''Consideration Shares''	the Completion Shares and, if any, the Earn Out Shares;
''Conversion''	has the meaning given to it in paragraph 3.1.14 of Part 22 (Additional Information);
''COO''	Chief Operating Officer;
''CPI''	Consumer Price Index;
''CREST''	the computerised settlement system operated by Euroclear to facilitate the transfer of title to shares in uncertificated form;
''CREST Manual''	the rules governing the operation of CREST as published by Euroclear;

''CREST member''	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations);
''CREST Proxy Instruction''	has the meaning given to it in the notes to the Notice of General Meeting;
''CREST Regulations''	the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended from time to time;
''D Ordinary Shares''	has the meaning given to it in paragraph 3.1.3 of Part 22 (Additional Information);
''Data Protection Act''	the Data Protection Act 1998, as amended from time to time;
''DB''	defined benefit;
''DC''	defined contribution;
''Default Shares''	has the meaning given to it in paragraph 4.2.2 of Part 22 (Additional Information);
''Deloitte'' or ''Sponsor''	Deloitte Corporate Finance, a division of Deloitte LLP;
''Deloitte Guide''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''document'' or ''Prospectus''	this combined circular and prospectus;
''Directors''	the Xafinity Directors and the Proposed Directors;
''Disposal''	the proposed sale of the entire issued share capital of HR Trustees, pursuant to the Disposal Agreement;
''Disposal Agreement''	the agreement dated 7 December 2017 between PS Topco and Xafinity Consulting pursuant to which Xafinity Consulting conditionally agreed to sell the entire issued share capital of HR Trustees, a summary of which is contained in paragraph 2.2 of Part 8 (Terms and Conditions of the Acquisition);

''Disposed Entities''	Has the meaning given to it in note 1 to Part B of Part 18 (Historical Financial Information relating to the Target Group);
''Earn Out Shares''	up to 6,134,969 new Ordinary Shares proposed to be issued by the Company after Completion, conditional upon the deferred consideration mechanism in the Acquisition Agreement, as summarised in paragraph 1.3 of Part 8 (Terms and Conditions of the Acquisition);
''EBITDA''	earnings before interest, tax, depreciation and amortisation;
''EEA''	the European Economic Area;
''EEA State''	a state which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being;
''Enlarged Group''	the Xafinity Group as enlarged by the Acquisition and the proceeds of the Capital Raising (following Completion, Admission of the Capital Raising Shares and Admission of the Completion Shares, as applicable);
''Enlarged Share Capital''	the Ordinary Shares in issue in the capital of the Company following the Admission of the Capital Raising Shares and/or the Admission of the Completion Shares, as the context requires;
''EPS''	earnings per share;
''Equiniti Group''	Equiniti Group plc;
''Equiniti'', ''Receiving Agent'' or ''Registrar''	Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
''EU''	the European Union;

''Excess Application Facility''	the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements;
''Excess Open Offer Entitlements''	in respect of each Qualifying Shareholder who has taken up his Open Offer Entitlement in full, the entitlement (in addition to the Open Offer Entitlement) to apply for Excess Shares, up to the number of Open Offer Shares, pursuant to the Excess Application Facility, which may be subject to scaling-back in accordance with the terms of this document;
''Excess Shares''	Open Offer Shares which may be applied for in addition to Open Offer Shares applied for pursuant to Open Offer Entitlements;
''Excluded Territories''	means each of Australia, Canada, Japan, South Africa and the United States, together with any other jurisdiction where the availability of the Capital Raising would breach any applicable laws or regulations and ''Excluded Territory'' shall mean any of them;
''Executive Directors''	the executive Directors of the Company from time to time;
''Existing Facilities Agreement''	has the meaning given to it in paragraph 13.1.6 of Part 22 (Additional Information);
''Existing Facility''	has the meaning given to it in paragraph 13.1.6 of Part 22 (Additional Information);
''Existing Ordinary Shares''	the 136,896,244 Ordinary Shares in issue at the date of this document;
''FCA''	the UK Financial Conduct Authority (or any successor regulatory organisation);
''FCA Handbook''	the FCA's Handbook of Rules and Guidance;
''Financial Times''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Firm Placee''	means any person that has conditionally agreed to subscribe for Firm Placing Shares;
''Firm Placing''	means the conditional placing of the Firm Placing Shares on the terms and conditions contained in the Sponsor and Placing Agreement;
''Firm Placing Shares''	the 30,645,990 new Ordinary Shares which are to be issued pursuant to the Firm Placing;
''Form of Proxy''	the form of proxy enclosed with this document for use in connection with the General Meeting;
''FPO''	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time;
''FRC''	the Financial Reporting Council;
''Freedom and Choice''	the April 2015 changes to UK pension regulations that resulted in pension scheme members no longer being required to purchase an annuity upon retirement, providing additional flexibility as to how individuals may use their DC pension pots;
''FSMA''	the Financial Services and Markets Act 2000, as amended from time to time;
''General Meeting''	the general meeting of the Company proposed to be held in the Windsor Room at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB at 10.30 a.m. on 4 January 2018, to approve the Resolutions, the notice of which is contained in Part 25 (Xafinity plc Notice of General Meeting) of this document;
''Global Consultancies''	Willis Towers Watson, Mercer and Aon Hewitt;
''Group'' or ''Xafinity Group''	the Company and its subsidiaries and subsidiary undertakings;

''GS L&G''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''HM Revenue & Customs'' or ''HMRC''	HM Revenue & Customs, the UK tax authority;
''HR Trustees''	HR Trustees Limited;
''IFRS''	International Financial Reporting Standards as adopted by the European Union and the IFRS Interpretation Committee interpretations;
''IFRS 10''	has the meaning given to it in note 2(a) of Section B of Part 18 (Historical Financial Information relating to the Target Group);
''Investment Consulting Business''	the investment consulting business of the Target Group, conducted through PS Investment Consulting, as carried on at the date of this document;
''IP Licence Agreement''	has the meaning given to it in paragraph 2.4 of Part 8 (Terms and Conditions of the Acquisitions);
''IPO Admission''	the Company's initial admission to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market which took place on 16 February 2017;
''IPO Lock-in Deed''	has the meaning given to it in paragraph 13.1.7 of Part 22 (Additional Information);
''IPO Lock-in Individuals''	the Executive Directors and the Senior Managers (in each case at the time of IPO Admission), certain selling shareholders (not including CBPE) in connection with IPO Admission and certain employees who were entitled to receive Ordinary Shares with effect from IPO Admission under the Xafinity Share Plans;
''IPO Prospectus''	the prospectus dated 13 February 2017 published by Xafinity in connection with the IPO Admission;
''ISIN''	International Securities Identification Number;
''IT''	information technology;
''ITS''	IT services team;
''Joint Bookrunners''	Zeus Capital and Liberum Capital;
''Latest Practicable Date''	5 December 2017;
''LIBOR''	London Interbank Offered Rate;
''Liberum Capital''	Liberum Capital Limited;
''Listing Rules''	the listing rules made by the FCA under Part VI of FSMA relating to the admission of securities to the Official List, as amended from time to time;
''LLP''	limited liability partnership;
''Lock-In Deeds''	has the meaning given to it in paragraph 2.5 of Part 8 (Terms and Conditions of the Acquisition);
''London Stock Exchange''	London Stock Exchange plc (or any successor organisation);
''Main Market''	the London Stock Exchange's Main Market for listed securities;
''Market Abuse Regulation''	Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and its implementing legislation;
''Market Financial Reports''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Master Trust''	a trust-based arrangement where there is a common administration and investment platform for DC pension schemes that multiple employers share, enabling them to benefit from economies of scale;

''Material Breach Event''	has the meaning given to it in paragraph 1.5 of Part 8 (Terms and Conditions of the Acquisition);
''Member State''	a member state of the EU;
''MiFID''	the Markets in Financial Instruments Directive (Directive 2004/39/ EC), as amended from time to time;
''MiFID II''	the Markets in Financial Instruments Directive II (Directive 2014/ 65/EU), as amended from time to time;
''Minority Sellers''	means John Batting, David Watkins and Richard Thomas;
''Minority Shares''	has the meaning given to it in paragraph 1.1 of Part 8 (Terms and Conditions of the Acquisition);
''Money Laundering Regulations''	the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended from time to time;
''MSP''	a third-party managed service provider;
''New Debt Facilities''	has the meaning given to it in paragraph 13.1.6 of Part 22 (Additional Information);
''New Ordinary Shares''	the new Ordinary Shares to be issued pursuant to the Firm Placing, Placing and Open Offer, or the Acquisition;
''Nil Rate Amount''	has the meaning given to it in paragraph (b) of Part 20 (UK Taxation);
''Nomination Committee''	the nomination committee of the Xafinity Board;
''Non-Executive Directors''	the Directors other than the Executive Directors from time to time;
''Non-IFRS Measures''	has the meaning given to it in paragraph 3.4 of Part 3 (Important Information);
''Non-IFRS Measures, Data and KPIs''	has the meaning given to it in paragraph 3.5 of Part 3 (Important Information);
''Notice of General Meeting''	the notice of General Meeting contained in this document;

''Now Pensions''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''NPT'' or ''National Pension Trust''	the defined contribution Master Trust platform called National Pension Trust, which Xafinity administers, advises and acts as investment consultant to;
''Off-Set''	has the meaning given to it in paragraph 5 of Part 10 (Terms and Conditions of the Firm Placing and of the Placing);
''Offer Price''	170 pence per Capital Raising Share;
''Official List''	the Official List of the UKLA;
''Open Offer''	the offer to Qualifying Shareholders constituting an offer to apply for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in this document and, in the case of the Qualifying Non-CREST Shareholders, the Application Form;
''Open Offer Entitlement''	the pro rata entitlement of Qualifying Shareholders to subscribe for 1 Open Offer Share for every 13 Existing Ordinary Shares registered in their name as at the Record Date, on and subject to the terms of the Open Offer;
''Open Offer Shares''	the 10,530,480 New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer and to Placing Placees pursuant to the Placing;

''Original Obligors''	has the meaning given to it in paragraph 13.1.6 of Part 22 (Additional Information);
''Overseas Shareholders''	Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom;
''Panel''	the UK Panel on Takeovers and Mergers;
''PD Regulation''	the Prospectus Directive Regulation (2004/809/EC), as amended from time to time;
''Pensions Administration Business''	the pensions administration business of the Target Group, conducted through PSAHL and PS Administration Limited, as carried on at the date of this document;
''Pensions Advisory Service''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Pensions Authority''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Pensions Policy Institute''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Pensions Regulator''	the UK Pensions Regulator established by the Pensions Act 2004;
''Pensions Regulator Guidance''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''PL B Shares''	has the meaning given to it in paragraph 1.1 of Part 8 (Terms and Conditions of the Acquisition);
''Placee''	a Firm Placee and/or a Placing Placee;
''Placing''	the placing of the Open Offer Shares at the Offer Price to Placing Placees in accordance with the terms of the Sponsor and Placing Agreement, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer;
''Placing Commitment''	has the meaning given to it in paragraph 1 of Part 10 (Terms and Conditions of the Firm Placing and of the Placing);
''Placing Placee''	any person who has agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer;
''PLSA''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''PPF'' or ''Pension Protection Fund''	the Pension Protection Fund established by the UK Government to pay compensation to members of eligible DB pension schemes, when there is a qualifying insolvency event in relation to the employer and where there are insufficient assets in the pension scheme to cover Pension Protection Fund levels of compensation;
''PRA'' or ''Prudential Regulation Authority''	the Prudential Regulation Authority of the UK, established pursuant to the Financial Services Act 2012, which is responsible for the micro-prudential regulation of banks, insurers and certain large investment firms;
''Pre-IPO Incentive Share Plan''	has the meaning given to it in paragraph 9.4 of Part 22 (Additional Information);
''Pro Forma Financial Information''	the unaudited pro forma net assets statement and pro forma statement of profit and loss set out in this document;
''Prospectus Directive''	EU Directive 2003/71/EC and any relevant implementing measures in each Member State or EEA State which has implemented EU Directive 2003/71/EC;

''Prospectus Rules''	the prospectus rules made by the FCA under section 73A of FSMA relating to the offer of securities to the public and admission of securities to trading on a regulated market, as amended from time to time;
''Proposed Directors''	John Batting and Jonathan Punter, who it is proposed will be appointed to the Xafinity Board with effect from Completion;
''Proposed Executive Director''	has the meaning given to it in paragraph 8.3 of Part 8 (Additional Information);
''Proposed Non-Executive Director''	has the meaning given to it in paragraph 8.5 of Part 22 (Additional Information);
''Proposed Senior Managers''	David Watkins and Richard Thomas, who it is proposed will join the senior management team of the Enlarged Group with effect from Completion;
''PruAdviser''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''PS Facility''	has the meaning given to it in paragraph 13.2.3 of Part 22 (Additional Information);
''PS Group''	PS Topco and its subsidiary undertakings (including, prior to Completion, the Target Group);
''PS Obligors''	has the meaning given to it in paragraph 13.2.3 of Part 22 (Additional Information);
''PS Topco''	Punter Southall Group Limited;
''PSAHL''	PS Administration Holdings Limited;
''PS Investment Consulting''	Punter Southall Investment Consulting Limited;
''Purple Book 2015''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Purple Book 2016''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''PwC''	PricewaterhouseCoopers LLP;
''QIB''	qualified institutional buyer as defined in Rule 144A;
''Qualified Investor''	has the meaning given to it in paragraph 4(y) of Part 10 (Terms and Conditions of the Firm Placing and the Placing);
''Qualifying CREST Shareholders''	Qualifying Shareholders holding Ordinary Shares in uncertificated form on the Record Date;
''Qualifying Non-CREST Shareholders''	Qualifying Shareholders holding Ordinary Shares in certificated form on the Record Date;
''Qualifying Shareholders''	holders of Ordinary Shares on the register of members of the Company at the Record Date, excluding Overseas Shareholders with a registered address, or which are resident, in any Excluded Territory;
''Record Date''	6.00 p.m. on 5 December 2017;
''Regulated Subsidiaries''	Xafinity Consulting and Xafinity SIPP Services;
''Regulation D''	Regulation D under the US Securities Act;
''Regulation S''	Regulation S under the US Securities Act;
''regulatory authority''	any central bank, ministry, governmental, quasi-governmental (including the EU), supranational, statutory, regulatory or investigative body or authority (including any national or supranational antitrust or merger control authority), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing

or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt the Takeover Panel, the FCA, the UKLA, the PRA and the London Stock Exchange; ''Regulatory Information Service'' or ''RIS'' any channel recognised as a channel for the dissemination of regulatory information by listed companies as defined in the Listing Rules; ''Relationship Agreement'' has the meaning given to it in paragraph 2.6 of Part 8 (Terms and Conditions of the Acquisition); ''Remuneration Committee'' the remuneration committee of the Xafinity Board; ''Resolutions'' the resolutions set out in the Notice of General Meeting; ''Rule 144A'' Rule 144A under the US Securities Act; ''Schedule 3'' Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003; ''Scheme Actuary'' the actuary appointed to advise the trustee of an occupational pension scheme, who must be a Fellow of the Faculty of Institute of Actuaries (or else approved by the Secretary of State for Work and Pensions), whose main task is to conduct and certify regular actuarial valuation of the scheme's assets and liabilities; ''Schroder Investment Management'' Schroder Investment Management Limited; ''SDRT'' stamp duty reserve tax; ''SEC'' or ''Securities and Exchange Commission'' the US Securities and Exchange Commission; ''SEDOL'' the London Stock Exchange Daily Official List; ''Senior Managers'' those members of the management bodies of the Group who are relevant to establishing that the Company has the appropriate expertise and experience for the management of its business for the purposes of item 14.1 of Annex I of the Prospectus Rules, being those persons named in paragraph 1.3 of Part 21 (Directors, Senior Management and Corporate Governance); ''Shareholder'' a holder of Ordinary Shares from time to time; ''SID'' senior independent director; ''SIPP'' self-invested personal pension; ''South Africa'' the Republic of South Africa; ''Sponsor and Placing Agreement'' the conditional sponsor and placing agreement dated 7 December 2017 entered into between the Company, Deloitte, Zeus Capital and Liberum Capital, details of which are set out in paragraph 13.1.1 of Part 22 (Additional Information); ''SSAS'' Small Self-Administered Schemes; ''Statutes'' has the meaning given to it in paragraph 4.2.3 of Part 22 (Additional Information); ''Sub-division'' has the meaning given to it in paragraph 3.1.15 of Part 22 (Additional Information); ''subsidiary'' as defined in section 1159 and Schedule 6 of the Companies Act; ''subsidiary undertaking'' as defined in section 1162 and Schedule 7 of the Companies Act; ''Takeover Code'' the UK's City Code on Takeovers and Mergers, as amended, supplemented or replaced from time to time; ''Target Group'' Target Holdco and its subsidiaries and subsidiary undertakings as at the date of this document;

''Target Group Reorganisation''	has the meaning given to it in paragraph 13.2.1 of Part 22 (Additional Information);
''Target Holdco''	Punter Southall Holdings Limited;
''Telegraph''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''The Actuary''	has the meaning given to it in paragraph 4 of Part 3 (Important Information);
''Transitional Services Agreement''	the transitional services agreement to be entered into on Completion between PS Topco and the Company, pursuant to which PS Topco agrees to provide certain transitional services to the Target Group following Completion, a summary of which is contained in paragraph 2.3 of Part 8 (Terms and Conditions of the Acquisition);
''Transparency Rules''	the rules made under section 73A(6) of FSMA, which relate to major shareholdings and the notification and dissemination of information by issuers of transferable securities, and which are set out in chapters 4, 5 and 6 of the FCA's Disclosure Guidance and Transparency Rules sourcebook;
''TSR''	total shareholder return;
''TUPE''	the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended from time to time;
''UK Corporate Governance Code''	the UK Corporate Governance Code published by the Financial Reporting Council, as amended from time to time;
''UK Defined Benefit Schemes'' or ''UK DB Schemes''	defined benefit schemes in the United Kingdom;
''UK Defined Contribution Schemes'' or ''UK DC Schemes''	defined contribution schemes in the United Kingdom;
''UK Listing Authority'' or ''UKLA''	the FCA in its capacity as the competent authority for the purpose of Part VI of FSMA;
''uncertificated'' or ''in uncertificated form''	recorded on 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;
''United Kingdom'' or ''UK''	the United Kingdom of Great Britain and Northern Ireland;
''United States'' or ''US''	the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
''US Securities Act''	the US Securities Act of 1933, as amended;
''USE''	Unmatched Stock Event;
''VAT''	UK value added tax;
''Xafinity Consulting''	Xafinity Consulting Limited;
''Xafinity CRL''	Xafinity Consulting (Reading) Limited;
''Xafinity Directors''	the directors of Xafinity at the date of this document, whose names are set out in paragraph 1.1 of Part 21 (Directors, Senior Management and Corporate Governance);
''Xafinity EBT''	the Xafinity Group's employee benefit trust constituted in Jersey, Xafinity Employee Benefit Trust 2013;
''Xafinity PSP'' or ''PSP''	the Xafinity Group's performance share plan, as described in paragraph 9.2 of Part 22 (Additional Information);

''Xafinity Share Plans'' or ''Share Plans'' the Xafinity PSP and the Xafinity Sharesave Plan; ''Xafinity Sharesave Plan'' or ''Sharesave Plan'' the Xafinity Group's sharesave plan, as described in paragraph 9.3 of Part 22 (Additional Information); ''Xafinity SIPP Services'' Xafinity SIPP Services Limited; and ''Zeus Capital'' Zeus Capital Limited.

XAFINITY PLC NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Xafinity plc (the ''Company'') will be held in the Windsor Room at Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB at 10.30 a.m. (London time) on 4 January 2018 for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1, 3, 4 and 5 will be proposed as ordinary resolutions and Resolution 2 will be proposed as a special resolution.

Resolutions relating to the Capital Raising

1 THAT the directors of the Company (the ''Xafinity Directors'') be and they are hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the ''Act'') to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of ''relevant securities'') for an aggregate nominal amount of up to £20,588.24, which authority shall be in addition to the existing authority conferred, which shall continue in full force and effect. The authority conferred by this Resolution shall expire (unless previously revoked or varied by the Company in a general meeting) on the conclusion of the next annual general meeting of the Company or the date 15 months from the date of passing of this Resolution, whichever is the earlier, save that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Xafinity Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.
2 THAT, conditional upon the passing of Resolution 1, above, in addition to all other existing powers of the Xafinity Directors under section 570 of the Act, which shall continue in full force and effect, the Xafinity Directors are empowered under the said section 570 to allot equity securities as defined by section 560 of the Act for cash pursuant to the authority conferred by Resolution 1 above as if section 561 of the Act did not apply to such allotment. Such power shall, subject to the continuance of the authority conferred by Resolution 1, expire on the conclusion of the next annual general meeting of the Company or the date 15 months from the date of passing of this resolution, whichever is the earlier, but may be revoked or varied from time to time by special resolution so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the Xafinity Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied.

Resolutions relating to the Acquisition

3 THAT, conditional upon the passing of Resolutions 1 and 2, above, the proposed acquisition of Punter Southall Holdings Limited (the ''Acquisition''), substantially on the terms and subject to the conditions set out in the combined circular and prospectus dated 7 December 2017 (the ''Prospectus''), of which this notice convening this General Meeting forms part, be and is hereby approved, and that the Xafinity Directors (or a duly authorised committee thereof) be and are hereby authorised to do or procure to be done all such acts and things as they consider necessary, expedient or appropriate in connection with the Acquisition and this resolution and to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Acquisition (provided that such modifications, variations, revisions, waivers or amendments do not materially change the terms of the Acquisition for the purposes of the UK Listing Authority's Listing Rule 10.5.2) and to any documents and arrangements relating thereto (including the Transitional Services Agreement (as defined in the Prospectus)), as the Xafinity Directors (or a duly authorised committee thereof) may in their absolute discretion think fit.
4 THAT, conditional upon the passing of Resolution 3, above, the Xafinity Directors be and they are hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all the powers of the Company to allot relevant securities for an aggregate nominal amount of up to £15,950.92, which authority shall be in addition to

the existing authority conferred (including any authority conferred by Resolution 1), which shall continue in full force and effect. The authority conferred by this Resolution shall expire (unless previously revoked or varied by the Company in a general meeting) on the conclusion of the next annual general meeting of the Company or the date 15 months from the date of passing of this Resolution, whichever is the earlier, save that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Xafinity Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

5 THAT, conditional upon the passing of Resolution 3, above, the Xafinity Directors be and they are hereby duly authorised, in connection with the Acquisition, to grant awards under the Xafinity PSP (as defined in the Prospectus), certain of which will be granted with no performance conditions, over up to 1,533,742 Ordinary Shares (the ''Acquisition Share Awards First Tranche'') substantially on the terms and subject to the conditions set out in paragraph 3 of Part 8 (Terms and Conditions of the Acquisition) of the Prospectus on the basis that the Acquisition Share Awards First Tranche are excluded for the purposes of the dilution limits in rule 3.1 of the Xafinity PSP and rule 5.2 of the Xafinity Sharesave Plan, and to amend the Rules of the Xafinity PSP and the Rules of the Xafinity Sharesave Plan accordingly.

By order of the Board

Martin Smith Prism Cosec Limited Company Secretary

7 December 2017

Registered office: Phoenix House, 1 Station Hill, Reading, Berkshire, RG1 1NB Registered in England and Wales under number 08279139.

Notes

1 A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend, speak and vote at the General Meeting.
2 A shareholder may appoint more than one proxy in relation to the General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to, or specifying a number which, when taken together with the numbers of shares set out in the other proxy appointments, is in excess of the number of shares held by the shareholder, may result in the proxy appointment being invalid. A proxy may only be appointed in accordance with the procedures set out in this note 2, and notes 3 and 4 below, and the notes to the Form of Proxy. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the General Meeting.
3 A Form of Proxy is enclosed. When appointing more than one proxy, complete a separate Form of Proxy in relation to each appointment. The Form of Proxy may be photocopied or additional Forms of Proxy may be obtained by contacting the Company's registrar, Equiniti, on 0371 384 2030. If you are outside the United Kingdom, please call +44 121 415 7047. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. State clearly on each Form of Proxy the number of shares in relation to which the proxy is appointed. To be valid, a Form of Proxy must be received by post or (during normal business hours only) by hand at the offices of the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing BN99 6DA, no later than 10.30 a.m. on 2 January 2018 (or, if the General Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).
4 As an alternative to completing the hard copy Form of Proxy, a shareholder may appoint a proxy or proxies electronically by visiting www.sharevote.co.uk. Shareholders will need to enter their unique voting reference number as printed on the Form of Proxy and agree to certain terms and conditions. For an electronic proxy appointment to be valid, the member's electronic message confirming the details of the appointment completing in accordance with the instructions for the electronic appointment of a proxy (at the above website) must be transmitted so as to be received by no later than 10.30 a.m. on 2 January 2018 (or, if the General Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).
5 In the case of joint holders of a share, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names appear in the register of members in respect of the share.
6 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Act (''nominated persons''). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or

do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

7 Holders of Ordinary Shares are entitled to attend and vote at the General Meeting. The total number of issued Ordinary Shares in the Company on 5 December 2017, being the Latest Practicable Date (as defined in the Prospectus), is 136,896,244, each carrying one vote each on a poll. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of votes exercisable as at the Latest Practicable Date is 136,896,244.
8 Entitlement to attend and vote at the General Meeting, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of members as at 6.30 p.m. on 2 January 2018 or, if the General Meeting is adjourned, 6.30 p.m. on the day which is two days prior to date of the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.
9 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that they do not do so in relation to the same shares.
10 Any member attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
11 A copy of this notice and other information required by section 311A of the Act can be found at www.xafinity.com.
12 Each of the Resolutions to be put to the General Meeting will be voted on by poll and not by show of hands. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.
13 Members may not use any electronic address provided in either this Notice of General Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
14 Except as provided above, shareholders who have questions about the General Meeting should call the Registrar's helpline on 0371 384 2030 (if you are in the United Kingdom) or +44 121 415 7047 (if you are outside the United Kingdom). Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Alternatively, you may write to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA. No other methods of communication will be accepted.
For CREST members only
15 CREST members who wish to appoint a proxy or proxies for the General Meeting (or any adjournment of it) through the CREST electronic appointment service may do so by using the procedures described in the CREST Manual which can be viewed at www.eurclear.com/CREST. CREST personal members or CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
16 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (''CREST Proxy Instruction'') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (Equiniti ID RA19) by no later than 10.30 a.m. on 2 January 2018 (or, if the General Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
17 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member, or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
18 The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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XPS PENSIONS GROUP PLC — AGM Information 2017

4967_prs_2017-12-08_f8b02e98-883a-4167-bad7-9b028b496923.pdf

Xafinity plc

Notice of General Meeting

The contents of this document are not to be construed as legal, business or tax advice. Shareholders should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

TABLE OF CONTENTS

SUMMARY INFORMATION

Defined contribution market

SSAS and SIPP markets

Xafinity Group Summary Income Statement

Xafinity Group Summary Balance Sheet

Xafinity Group Summary Cash Flow Statement

The Target Group

RISK FACTORS

1 Risks relating to the business of the Group, the Target Group and, following Completion, the Enlarged Group

1.1 The loss of, or inability to recruit, key personnel could have a material adverse effect on the Group's, the Target Group's and, following Completion, the Enlarged Group's business, results of operations and financial condition

1.2 The Group, the Target Group and, following Completion, the Enlarged Group may suffer damage to their reputation which could materially and adversely affect their results of operations

1.3 The loss or unintended disclosure of sensitive personal data could damage the reputation of the Group, the Target Group and, following Completion, the Enlarged Group, and could materially adversely affect its results of operations

1.6 The Group, the Target Group and, following Completion, the Enlarged Group may not be successful in its growth strategies and initiatives

1.7 The historical returns attributable to the Group's and the Target Group's products and strategies should not be considered indicative of such products and strategies' future results and returns or of the Enlarged Group's future results and returns

1.9 The Group, the Target Group and, following Completion, the Enlarged Group may be susceptible to crime which could materially and adversely affect its results of operations

1.10 The Group, the Target Group and, following Completion, the Enlarged Group may be subject to litigation or regulatory claims and its insurance arrangements may not be adequate to protect the Group, the Target Group and, following Completion, the Enlarged Group

1.11 The Group and the Target Group are and, following Completion, the Enlarged Group will be, reliant on third party providers of services

1.12 The Group's, the Target Group's and, following Completion, the Enlarged Group's operations could be adversely affected by external events and amounts recoverable under its insurance policies may be limited

1.13 The Group, the Target Group and, following Completion, the Enlarged 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

2 Risks relating to the industry in which the Group, the Target Group and, following Completion, the Enlarged Group operate

2.1 The principal market in which the Group and the Target Group operate, and in which, following Completion, the Enlarged Group will operate, being the professional services market to UK pensions arrangements, is competitive

2.3 The Group's, the Target Group's and, following Completion, the Enlarged Group's clients operate in an evolving regulatory environment

2.4 Certain parts of each of the Group's, the Target Group's and, following Completion, the Enlarged Group's business may be adversely affected by economic, political and market factors that are beyond its control

3 Risks relating to the Acquisition

3.1 Integration of the Target Group into the Group may be more time consuming and costly than expected and unforeseen difficulties may arise

3.2 The Group may be unable to realise the benefits that it believes will result from, or may suffer adverse effects that it does not anticipate following, the Acquisition

3.3 The Acquisition is subject to conditions which may not be waived or satisfied

4 Risks relating to the Company's Ordinary Shares

4.1 Shareholders may suffer a dilution to their interests in the Company as a result of the Capital Raising and the Acquisition

4.2 The Capital Raising is not conditional upon Completion

4.3 The price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which may be out of the Group's and, following Completion, the Enlarged Group's control, and investors may lose all or part of their investment

4.4 The interests of significant shareholders in the Company and of other Shareholders may not be aligned

4.5 Applicable laws in the UK may discourage potential acquisition proposals and delay, deter or prevent a change of control of the Company, which may in turn reduce the value of the Ordinary Shares

4.6 The issue of additional shares in the Company in connection with future acquisitions, any share incentive or share option plan or otherwise will in certain circumstances dilute all other shareholdings

4.7 Future substantial sales of Ordinary Shares, or the perception that such sales might occur, could depress the market price of the Ordinary Shares

4.8 The Company's ability to pay dividends in the future depends, among other things, on the Group's financial performance and is therefore not guaranteed

4.9 Holders of Ordinary Shares in jurisdictions outside the UK may not be able to participate in future issues of Ordinary Shares unless the Company decides to take additional steps to comply with applicable local laws and regulations of such jurisdictions

4.10 Exchange rate fluctuation may impact on the value of and the investment in the Ordinary Shares or any dividends in foreign currency terms

IMPORTANT INFORMATION

1 Notice to investors and prospective investors

2 Interpretation

3 Presentation of financial information

3.1 Presentation of financial information with respect to the Xafinity Group

3.2 Presentation of financial information with respect to the Target Group

3.3 Presentation of unaudited pro forma financial information with respect to the Enlarged Group

3.4 Non-IFRS measures of financial performance

Adjusted EBITDA

Adjusted EBITDA margin

Xafinity Group

Target Group

Cash conversion

Xafinity Group

Target Group

3.5 Other unaudited financial measures, operational data and key performance indicators

4 Market, economic and industry data

5 Rounding

6 Currencies

7 Forward-looking statements

8 No incorporation of website information

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

SHARE CAPITAL AND CAPITAL RAISING STATISTICS

LETTER FROM THE CHAIRMAN OF XAFINITY PLC

Xafinity plc

Xafinity Directors Registered Office

1 Introduction

1.1 The Acquisition

1.2 The Target Group

1.3 The Capital Raising

1.4 The New Debt Facilities

1.5 The Proposed Directors

1.6 Shareholder approval

1.7 This letter

XPS PENSIONS GROUP PLC AGM Information 2017