Drumz : Circular

THIS ADMISSION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your own financial advice from an independent financial adviser, such as a stockbroker, solicitor, accountant or other adviser who specialises in advising on the acquisition of shares and securities and is authorised under the Financial Services and Markets Act 2000 ("FSMA") (or, if you are a person outside the UK, a person otherwise similarly qualified in your jurisdiction).

If you have sold or otherwise transferred all of your Existing Ordinary Shares, you should immediately send this document, together with the accompanying Form of Proxy to the stockbroker, bank or other agency through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold part only of your holding of Existing Ordinary Shares, you should retain these documents and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the Enlarged Ordinary Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the Enlarged Ordinary Share Capital will commence on AIM at 8.00 a.m. on 25 April 2023. This document does not contain an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA and is not required to be issued as a prospectus pursuant to section 85 of FSMA, but comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies. Accordingly, this document has not been pre-approved by or filed with the FCA nor any other competent authority.

The Company and each of the Directors, whose names appear on page 8 of this document in accordance with the AIM Rules for Companies, individually and collectively accept full responsibility for the information contained in this document, including for its compliance with the AIM Rules for Companies. To the best of the knowledge and belief 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 does not omit anything likely to affect the import of such information.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the Financial Conduct Authority (the "Official List"). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange plc in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange plc has not itself examined or approved the contents of this document nor will it. The AIM Rules are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the New Ordinary Shares to the Official List. No application is being made for admission of the Enlarged Ordinary Share Capital to the Official List or any other recognised investment exchange and no application has been or is being made for the Enlarged Ordinary Share Capital to be admitted to trading on any such exchange.

Prospective investors should read the whole of this document. An investment in the Company is speculative and involves a high degree of risk. The attention of prospective investors is drawn in particular to Part III (Risk Factors) of this document which sets out certain risk factors relating to any investment in New Ordinary Shares. All statements regarding the Company's business, financial position and prospects should be viewed in light of these risk factors.

Drumz PLC

(Incorporated and registered in England and Wales with registered number 00298654)

Acquisition of Acuity Risk Management Limited

Approval of waiver of obligations under Rule 9 of the Takeover Code

Placing and Subscription of 32,222,222 New Ordinary Shares at 4.5 pence per share

Share Reorganisation

Admission of the Enlarged Ordinary Share Capital to trading on AIM

Change of name to Acuity RM Group plc

and

Notice of General Meeting

WH Ireland Limited

Nominated Adviser and Joint Bookrunner

Peterhouse Capital Limited	Clear Capital Markets Limited
Joint Bookrunner	Joint Bookrunner

The notice of a General Meeting to be held at the offices of Marriott Harrison LLP 80 Cheapside London EC2V 6EE at 10.00 a.m. on 24 April 2023 is set out at the end of this document. The accompanying Form of Proxy for use in connection with the General Meeting should be completed by Shareholders and returned as soon as possible but, in any event, so as to be received by the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD no later than 48 hours (excluding non-workingdays) before the time appointed for the General Meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the General Meeting or adjourned meeting, not later than 48 hours (excluding non-workingdays) before the time appointed for the taking of the poll at the meeting at which it is to be used. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment thereof) by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. Whether or not you intend to be present at the General

Meeting you are recommended to complete and return the Form of Proxy or complete your CREST electronic proxy appointment (as applicable), as instructed above. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

WH Ireland Limited ("WH Ireland") which is authorised and regulated in the UK by the FCA, is acting as nominated adviser and joint bookrunner to the Company. WH Ireland will not be acting for or otherwise be responsible to any person (including a recipient of this document) other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this document or otherwise in respect of the proposed Acquisition, Placing, Subscription or Admission or any transaction, matter or engagement referred to in this document. The responsibilities of WH Ireland, as the Company's nominated adviser under the AIM Rules, are owed solely to the London Stock Exchange plc and are not owed to the Company or any Existing Director, Proposed Director or Shareholder or to any other person. In respect of any decision to acquire New Ordinary Shares in reliance on any part of this document or otherwise, WH Ireland is not making any representation or warranty, express or implied, as to the contents of this document.

Peterhouse Capital Limited ("Peterhouse"), which is authorised and regulated in the UK by the FCA, is acting as broker to the Company. Peterhouse will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this document or otherwise in respect of the proposed Acquisition, Placing, Subscription or Admission or any transaction, matter or engagement referred to in this document. The responsibilities of Peterhouse as the Company's broker under the AIM Rules are owed solely to the London Stock Exchange plc and are not owed to the Company or any Existing Director, Proposed Director or Shareholder or to any other person. In respect of any decision to acquire New Ordinary Shares in reliance on any part of this document or otherwise, Peterhouse is not making any representation or warranty, express or implied, as to the contents of this document.

Clear Capital Markets Limited ("Clear Capital"), which is authorised and regulated in the UK by the FCA, is acting as broker to the Company. Clear Capital will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this document or otherwise in respect of the proposed Acquisition, Placing, Subscription or Admission or any transaction, matter or engagement referred to in this document. The responsibilities of Clear Capital as the Company's broker under the AIM Rules are owed solely to the London Stock Exchange plc and are not owed to the Company or any Existing Director, Proposed Director or Shareholder or to any other person. In respect of any decision to acquire New Ordinary Shares in reliance on any part of this document or otherwise, Clear Capital is not making any representation or warranty, express or implied, as to the contents of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland, Peterhouse and/or Clear Capital by FSMA or the regulatory regime established thereunder, neither WH Ireland nor Peterhouse nor Clear Capital accepts any responsibility whatsoever for 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, in connection with the Company, the New Ordinary Shares, the Acquisition, the Placing, Subscription or Admission. WH Ireland, Peterhouse and Clear Capital each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

No legal, business, tax or other advice is provided in this document. Prospective investors should consult their professional advisers as needed on the potential consequences of subscribing for, purchasing, holding or selling New Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence.

It should be remembered that the price of securities and the income from them can go down as well as up and this document contains references to past performance of the Company and ARM. Past performance is not a reliable indicator of future results.

Copies of this document, which is dated 5 April 2023, will (subject to certain restrictions relating to persons resident in certain restricted jurisdictions) be available to download from the Company's website www.drumzplc.com prior to Admission and www.acuityrmgroup.com post Admission.

OVERSEAS SHAREHOLDERS

This document does not constitute an offer to sell, or a solicitation to buy, New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this document is not, subject to certain exceptions, for distribution in or into the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan. The New Ordinary Shares have not been nor will be registered under the US Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, the Republic of Ireland, the Republic of South Africa, Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations.

Accordingly, the New Ordinary Shares may not, subject to certain exceptions, be offered, sold, taken up, delivered or transferred directly or indirectly in, into or from the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa, Japan, or to any national, citizen or resident of the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan. The distribution of this document in certain jurisdictions may be restricted by law. No action has been taken by the Company or by WH Ireland, Peterhouse or Clear Capital that would permit a public offer of New Ordinary Shares or possession or distribution of this document where action for that purpose is required. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States of America, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares, Subscription Shares nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. There will be no public offer in the United States of America. Outside of the United States, the Placing Shares and Subscription Shares are being offered in reliance on Regulation S under the US Securities Act.

Holding New Ordinary Shares may have implications for overseas shareholders under the laws of the relevant overseas jurisdictions. Overseas shareholders should inform themselves about and observe any applicable legal and/or regulatory requirements. It is the responsibility of each overseas shareholder to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

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IMPORTANT INFORMATION

In deciding whether or not to invest in the New Ordinary Shares, or in making any other investment decisions in respect of Admission, the Placing, Subscription or the Acquisition, prospective investors should rely only on the information contained in this document. No person has been authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, WH Ireland, Peterhouse or Clear Capital. Neither the delivery of this document nor any subscription or purchase made under this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information contained herein is correct as at any time after its date.

Investment in the Company carries risk. There can be no assurance that the Company's strategy will be achieved and investment results may vary substantially over time. Investment in the Company is not intended to be a complete investment programme for any investor. The price of New Ordinary Shares and any income from New Ordinary Shares can go down as well as up and investors may not realise the value of their initial investment. Prospective Shareholders should carefully consider whether an investment in New Ordinary Shares is suitable for them in light of their circumstances and financial resources and should be able and willing to withstand the loss of their entire investment (see Part III (Risk Factors) of this document).

Potential investors contemplating an investment in New Ordinary Shares should recognise that their market value can fluctuate and may not always reflect their underlying value. Returns achieved are reliant upon the performance of the Enlarged Group. No assurance is given, express or implied, that Shareholders will receive back the amount of their investment in New Ordinary Shares.

If you are in any doubt about the contents of this document, you should consult your stockbroker or your financial or other professional adviser. Investment in the Company is suitable only for financially sophisticated individuals and institutional investors who have taken appropriate professional advice, who understand and are capable of assuming the risks of an investment in the Company and who have sufficient resources to bear any losses which may result therefrom.

Potential investors should not treat the contents of this document or any subsequent communications from the Company, the Directors, WH Ireland, Peterhouse or Clear Capital as advice relating to legal, taxation, investment or any other matters. Potential investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, or other disposal of New Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of New Ordinary Shares that they might encounter; and (c) the income and other tax consequences that may apply in their own countries as a result of the purchase, holding, transfer or other disposal of New Ordinary Shares. Potential investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

Investors who subscribe for or purchase New Ordinary Shares in the Placing and Subscription will be deemed to have acknowledged that: (i) they have not relied on WH Ireland, Peterhouse, Clear Capital or any person affiliated with either of them in connection with any investigation of the accuracy of any information contained in this document for their investment decision; (ii) they have relied only on the information contained in this document; and (iii) 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 has not been relied upon as having been authorised by or on behalf of the Company, the Directors, WH Ireland, Peterhouse or Clear Capital.

This document should be read in its entirety before making any investment in the Company.

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact, contained in this document constitute "forward-looking statements". In some cases forward-looking statements can be identified by terms such as "expects", "predicts", "anticipates", "may", "should", "will", "intends", "plans", "believes", "targets", "seeks", "estimates", "aims", "projects", "pipeline" and variations of such words and similar expressions (including their negative or other variations) are intended to identify such forward-looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. These forward-looking statements are not based on historical facts but rather on the Directors' expectations regarding the Enlarged Group's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, competition and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel and other factors, many of which are beyond the control of the Company. These forward-looking statements are subject to, among other things, the risk factors described in Part III of this document. Although the forward-looking statements contained in this document are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. Potential investors should therefore not place undue reliance on forward-looking statements (which speak only as of the date of this document). No reliance should be put on any written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue. Forward-looking statements contained in this document based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future and no forward- looking statement contained in this document is intended to provide any representation, assurance or guarantee as to future events or results. The Company will comply with its obligations to publish updated information as required by FSMA, the Market Abuse Regulation and/or the AIM Rules for Companies or otherwise by law and/ or by any regulatory authority but assumes no further obligation to publish additional information. Subject to any requirement under applicable legislation or regulation, the Company will not (and expressly disclaims any undertaking or obligation to) publicly release any revisions it may make to any forward-looking statements or other information that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document.

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ROUNDING

The financial information contained in this document, including that financial information presented in a number of tables in this document, has been subject to rounding adjustments. Therefore, the actual arithmetic total of the numbers in a column or row in a certain table may not conform exactly to the total figure given for that column or row. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

MARKET, INDUSTRY AND ECONOMIC DATA

Unless the source is otherwise identified, the market, industry, and economic and industry data and statistics in this document constitute the Directors' estimates, using underlying data from third parties. The Company has obtained market and economic data and certain industry statistics from internal reports, as well as from third party sources as described in the footnotes to such information. The Company confirms that all third party information set out in this document has been accurately reproduced and that, so far as the Company is aware and has been able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information has been used in this document, the source of such information has been identified.

Such third party information has not been audited or independently verified.

Market and industry data is inherently predictive and speculative and is not necessarily reflective of actual market conditions. Statistics in such data are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. The value of comparisons of statistics for different markets is limited by many factors, including: (i) the markets are defined differently; (ii) the underlying information was gathered by different methods; and (iii) different assumptions were applied in compiling the data. Consequently, the industry publications and other reports referred to above generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and, in some instances, these reports and publications state expressly that they do not assume liability for such information. Specifically, neither WH Ireland, Peterhouse nor Clear Capital have authorised the contents of, or any part of, this document and accordingly no liability whatsoever is accepted by WH Ireland, Peterhouse or Clear Capital for the accuracy or completeness of any market or industry data which is included in this document.

NO INCORPORATION OF WEBSITES

Save in respect of financial information incorporated by reference as set out at Part V (Historical financial information on the Company) of this document, neither the contents of the Company's website or ARM's website (nor any other website whether or not accessible via hyperlinks from the Company's website or ARM's website) form part of this document and potential investors should not rely on them.

GENERAL NOTICE

This document has been drawn up in accordance with the AIM Rules and it does not comprise a prospectus for the purposes of the Prospectus Regulation Rules in the United Kingdom. It has been drawn up in accordance with the requirements of the Prospectus Regulation Rules only in so far as required by the AIM Rules and has not been delivered to the Registrar of Companies in England and Wales for registration. This document has been prepared for the benefit only of Existing Shareholders of the Company and a limited number of persons all of whom qualify as "qualified investors" for the purposes of the Prospectus Regulation Rules, to whom it has been addressed and delivered and may not in any circumstances be used for any other purpose or be viewed as a document for the benefit of the public. The reproduction, distribution or transmission of this document (either in whole or in part) without the prior written consent of the Company and Joint Bookrunners is prohibited.

GOVERNING LAW

Unless otherwise stated, statements made in this document are based on the law and practice currently in force in England and are subject to changes in such law and practice.

REFERENCES TO DEFINED TERMS

Certain terms used in this document are defined in the sections of this document under the headings "Definitions".

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CONTENTS

		Page
Statistics for the Share Reorganisation, Acquisition, Placing, Subscription	6
and Admission
Expected timetable of principal events	7
Directors, secretary and advisers	8
Definitions	10
PART I	Letter from the Chairman	16
PART II	Information on ARM	30
PART III	Risk factors	36
PART IV	Existing Directors, Proposed Director and corporate governance	45
PART V	Historical financial information on the Company	48
PART VI	Historical financial information on ARM	50
	(A) Accountant's report on the historical financial information of ARM	50
	(B) Unaudited interim accounts for the six months ended 30 September 2022	75
PART VII	Unaudited pro forma statement of net assets of the Enlarged Group	80
PART VIII	Taxation	83
PART IX	Information on the Concert Party and additional disclosures required
	under the Takeover Code	86
PART X	Additional information	90
Notice of General Meeting	110

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