Everest Global : Prospectus – 31 October 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser, or any other person authorised under the Financial Services and Markets Act 2000 ("FSMA") who specialises in advising on the acquisition of shares and other securities.

This Document comprises a prospectus relating to Everest Global Plc (the "Company or "Everest"") prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") made under section 73A of the FSMA ("Prospectus Regulation Rules") and approved by the FCA under section 87A of the FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. Applications have been made to the FCA for 39,099,141 ordinary shares of £0.02 each in the capital of the Company, which have been issued in the past 12 months ("Allotted Shares"), to be admitted to the Official List of the FCA (by way of a standard listing under Chapter 14 of the listing rules published by the FCA under section 73A of the FSMA as amended from time to time) and to the London Stock Exchange Group plc ("London Stock Exchange") for such Allotted Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective, and that unconditional dealings in the Allotted Shares will commence, at 8.00 a.m. on 6 November 2023 (or such later date as may be agreed by the Company and Cairn Financial Advisers LLP being not later than 5.00 p.m. on 6 December 2023).

This prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 as it forms part of retained direct EU legislation (as defined in the European Union (Withdrawal) Act 2018), as amended) ("UK Prospectus Regulation"). The FCA only approves this prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval should not be considered as an endorsement of the issuer that is, or of the quality of the securities that are, the subject of this Document. Investors should make their own assessment as to the suitability of investing in the ordinary shares of £0.02 each in the capital of the Company (the "Ordinary Shares"). This prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129.

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

The Directors, whose names and functions appear on page 38 of this Document, and the Company, with registered office located at 1st Floor, 48 Chancery Lane, London WC2A 1JF, accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company, the information contained in this Document is in accordance with the facts and makes no omission likely to affect its import.

PROSPECTIVE INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK AND THAT, IF CERTAIN OF THE RISKS DESCRIBED IN THIS DOCUMENT OCCUR, INVESTORS MAY FIND THEIR INVESTMENT IS MATERIALLY ADVERSELY AFFECTED.

ACCORDINGLY, AN INVESTMENT IN THE ORDINARY SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS AND WHO ARE ABLE TO BEAR THE LOSS OF THE WHOLE OR PART OF THEIR INVESTMENT.

EVEREST GLOBAL PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with Registered Number 07913053)

Admission of 39,099,141 Ordinary Shares of £0.02 each to the Official List (by way of a Standard Listing under Chapter

14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities

Financial Adviser

Cairn Financial Advisers LLP

Cairn Financial Advisers LLP, which is authorised and regulated in the United Kingdom by the FCA in the conduct of investment business, is acting as financial adviser exclusively for the Company and is not acting for any other person (including any recipient of this Document) in connection with the Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cairn Financial Advisers LLP or for providing advice in relation to the contents of this Document or any transaction, matter or arrangement referred to in it.

Cairn Financial Advisers LLP is not making any representation as to the past or the future (without limiting the statutory rights of any person to whom this Document is issued), express or implied, as to the contents of this Document, for which the Company and the Directors are solely responsible. Without limiting the statutory rights of any person to whom this Document is issued, no liability whatsoever is accepted by Cairn Financial Advisers LLP for the accuracy of any information or opinions contained in this Document or for any omission of information, for which the Company and the Directors are solely responsible. The information contained in this Document has been prepared solely for the purpose of the Admission and is not intended to be relied upon by any subsequent purchasers of Ordinary Shares

(whether on or off exchange) and accordingly no duty of care is accepted in relation to them. Cairn Financial Advisers LLP does not seek to limit or exclude their responsibilities and liabilities which may arise under the FSMA or the regulatory regime established thereunder.

The Allotted Shares rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other Ordinary Shares in issue on Admission.

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

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.

Subject to certain exceptions, the Ordinary Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States or to or for the account or benefit of persons in the United States, Australia, the Republic of South Africa, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. This Document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States.

The distribution of this Document in or into jurisdictions other than the UK may be restricted by law and therefore 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.

None of the Ordinary Shares have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Ordinary Shares or the accuracy or the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.

An application has been made for the Allotted Shares to be admitted to the Official List by way of a Standard Listing. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with a Premium Listing on the Official List, which are subject to additional obligations under the Listing Rules.

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CONTENTS

		Page
SUMMARY	4
RISK FACTORS	11
IMPORTANT INFORMATION	30
CONSEQUENCES OF A STANDARD LISTING	35
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	37
ADMISSION STATISTICS	37
DEALING CODES AND WEBSITE	37
DIRECTORS, SECRETARY AND ADVISERS	38
PART I	INFORMATION ON THE GROUP, STRATEGY AND MARKET OVERVIEW	39
PART II	DIRECTORS AND CORPORATE GOVERNANCE	48
PART III	TAXATION	53
PART IV	HISTORICAL FINANCIAL INFORMATION ON THE GROUP	56
PART V	ADDITIONAL INFORMATION	112
PART VI	DEFINITIONS	141

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SUMMARY

SECTION A - INTRODUCTION, CONTAINING WARNINGS

This summary should be read as an introduction to this prospectus. Any decision to invest in the ordinary shares of £0.02 pence each in the share capital of Everest Global plc ("Ordinary Shares") should be based on consideration of this document as a whole by the investor. An investor could lose all or part of their invested capital.

Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or where 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.

The securities to which this document relates are the Ordinary Shares of the issuer. The ISIN of the Ordinary Shares is GB00BKBS0353. The issuer of the Ordinary Shares is Everest Global Plc (the "Company"). The issuer's contact details are: [phone], 1st Floor, 48 Chancery Lane, London WC2A 1JF. The LEI of the Company is 213800VWEF19LQCNB917. This prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018, with its head office at 12 Endeavour Square, London, E20 1JN, and telephone number being [phone], in accordance with Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018. The FCA only approves this prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018, and such approval should not be considered as an endorsement of the issuer that is, or of the quality of the securities that are, the subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares. The date of approval of this document is 31 October 2023.

SECTION B - KEY INFORMATION ON THE ISSUER

Who is the issuer of the securities?

The legal and commercial name of the issuer is Everest Global Plc. The LEI of the Company is 213800VWEF19LQCNB917. The Company was incorporated and registered in England and Wales on 17 January 2012 as a private limited company and re-registered on 8 May 2012 as a public limited company. The Company is registered in England and Wales under the Companies Act 2006 with registered number 07913053. The Company is domiciled in England.

Principal activities

The principal activity of the Company is to act as the holding company of the Company's subsidiaries, Dynamic Intertrade (Pty) Limited ("DI") and Everest Capital London Limited (together with the Company, the "Group"). Historically, the strategy of the Group has been to develop a group with a focus on food, agriculture and agricultural related products and more recently to extend its acquisition strategy to cover the wider food and beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. As such, on 25 June 2023, the Company entered into an agreement to provide a loan for a sum of £200,000 to Precious Link (UK) Limited, a wine retailer based in the United Kingdom.

The Group is currently engaged in the manufacturing and trading of blends of herbs and spices in South Africa through its 51 per cent. owned subsidiary DI. However, on 3 October 2022, the Company entered into a put and call option agreement whereby the Company granted to K2 Spice Limited ("K2") the option to acquire 11,430 shares in DI, being the 51 per cent. of DI held by the Company, subject to the satisfaction of certain conditions and subject to certain time restrictions, for £1 ("Option"). If this Option is exercised the Company will become a cash shell with approximately £800,000 of cash (as at the date of this document).

Should K2 not exercise the call option to take 100 per cent. control of DI, the Company will look to dispose of its remaining 51 per cent. holding in DI as soon as possible, while continuing to run it to the best of its ability, with the aim of maximising returns to shareholders of the Company ("Shareholders").

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Under the Company's acquisition strategy, proposed acquisitions may be made in either quoted or unquoted companies and structured as direct acquisitions, joint ventures or as direct interests in a project. It is not anticipated that a separate custodian trustee or other fiduciary will be appointed to hold investments made by the Company. The Company does not have any specific acquisition targets under formal consideration and does not expect to engage in substantive negotiations with any target until after the date of this document. There is no specific expected target value for any proposed acquisition. The directors of the Company ("Directors") may consider it appropriate for the Company to take an equity interest in any proposed acquisition which ranges from a minority position to 100 per cent. ownership, however, it is the Company's intention to acquire controlling stakes in targeted companies, businesses or assets. There will be no limit on the number of acquisitions the Company or its Group may make and the Company may invest in a number of propositions or in just one investment.

Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with the aim of generating value for its Shareholders through operational expansion and improvements as well as potentially through additional complementary acquisitions. The Company is likely to inject further capital into companies, businesses or assets that it has acquired in order to accelerate growth.

The Company notes that completion of an acquisition may trigger the reverse takeover provisions under Listing Rule 5.6 of Chapter 5 of the Listing Rules published by the Financial Conduct Authority ("FCA") under Section 73A of the Financial Services and Markets Act 2000 as amended from time to time ("Listing Rules"). If the Company undertakes a reverse takeover as defined under Listing Rule 5.6.4R ("Reverse Takeover"), the Company's existing Standard Listing on the Official List under Chapter 14 of the Listing Rules ("Standard Listing") will be cancelled and the Company would intend to apply for a new Standard Listing or a listing on another appropriate securities market or stock exchange. The granting of a new Standard Listing or a listing on another appropriate securities market or stock exchange following a Reverse Takeover cannot be certain. The Company may have its listing suspended in the event of a Reverse Takeover.

Major Shareholders

Insofar as the Directors are aware, as at 30 October 2023 (being the latest practicable date prior to publication of this document) and immediately on admission to the Official List of the FCA (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to the London Stock Exchange Group plc ("London Stock Exchange") for such Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities ("Main Market") ("Admission"), the following persons have an interest directly or indirectly in the issued shares of the Company which is notifiable under the Disclosure Guidance and Transparency Rules sourcebook:

	At the date of this Document and
	immediately on Admission
		Percentage
	Number of	of issued
Shareholder	Ordinary Shares	share capital
Golden Nice International Group Limited	19,000,000	29.28%
Lynchwood Nominees Limited(1)	9,071,555	13.98%
Chen Fangling	6,363,000	9.81%
An Xiangyu	6,363,000	9.81%
VSA Capital Limited(2)	5,700,639	8.79%
HSBC Global Custody Nominee (UK) Limited(3)	5,315,474	8.19%
Interactive Investor Services Nominees Limited(4)	3,279,836	5.05%
Vidacos Nominees Limited(4)	1,947,918	3.00%

1. Michael Paul Joseph holds 8,623,542 Ordinary Shares indirectly through Lynchwood Nominees Limited. Michael Joseph also holds 298,013 Ordinary Shares directly in his own name.
2. VSA Capital Limited holds 1,754,779 Ordinary Shares directly in its own name. VSA Capital Limited holds a further 3,945,860 Ordinary Shares through a nominee, HSBC Global Custody Nominee (UK) Limited.
3. Other than VSA Capital Limited's shareholding of 3,945,860, this Shareholder holds these Ordinary Shares on behalf of underlying investors and no underlying investor has notified the Company of a shareholding of 3 per cent. or greater. As far as the Company is aware, these Shareholders must follow the instructions given by the underlying investors in relation to the exercise of any voting rights attached to the Ordinary Shares.
4. These Shareholders hold these Ordinary Shares on behalf of underlying investors and no underlying investor has notified the Company of a shareholding of 3 per cent. or greater. As far as the Company is aware, these Shareholders must follow the instructions given by the underlying investors in relation to the exercise of any voting rights attached to the Ordinary Shares.

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Such Shareholders do not have special voting rights and the Ordinary Shares owned by each of them rank pari passu in all respects with all other Ordinary Shares.

Save for Golden Nice International Group Limited (which is wholly owned by Mr Ziwei Peng), which as at the date of this document and on Admission holds 29.28 per cent. of the Company's issued share capital, the Company is not aware of any person who, either as at the date of this document or immediately following Admission, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company.

Key Managing Directors and Statutory Auditors

The key managing director is Xin (Andy) Sui, Chief Executive Officer.

The statutory auditors are RPG Crouch Chapman LLP.

What is the key financial information regarding the issuer?

Table 1: Income statement for the Group
		Audited		Unaudited
	Year to 31 October		6 months to 30 April
	2020	2021	2022	2022	2023
	£'000	£'000	£'000	£'000	£'000
Revenue	1,774	1,404	1,699	682	1,434
Operating profit/(loss)	(1,080)	(516)	(1,152)	(11)	477
Total comprehensive profit/(loss)	(1,035)	(585)	(4,571)	(137)	379
Attributable to ordinary shareholders	(1,035)	(585)	(4,571)	(137)	138
Attributable to non-controlling interests	-	-	1	-	242
Table 2: Balance sheet for the Group
		Audited		Unaudited
	As at 31 October		As at 30 April
	2020	2021	2022	2022	2023
	£'000	£'000	£'000	£'000	£'000
Total assets	1,945	1,812	1,655	1,211	2,344
Total current liabilities	1,660	1,546	725	630	750
Total non-current liabilities	1,023	1,513	5,609	1,812	4,893
Total equity	(738)	(1,248)	(4,679)	(1,231)	(3,300)
Table 3: Cash flow statement for the Group
		Audited		Unaudited
	Year to 31 October		6 months to 30 April
	2020	2021	2022	2022	2023
	£'000	£'000	£'000	£'000	£'000
Cash flows from operating activities	(107)	(49)	(1,889)	(862)	386
Cash flows from investing activities	(1)	936	(6)	(19)	(26)
Cash flows from financing activities	148	178	1,711	275	120
Net cash flow for the period	40	1,065	(184)	(606)	480
Closing cash and cash equivalents	45	1,110	926	503	1,406

Audit opinions:

Year to 31 October 2020: A clean audit opinion was issued.

Year to 31 October 2021: A clean audit opinion was issued.

Year to 31 October 2022: The audit opinion was qualified for the following reason: The Group recorded closing inventory of £175,875. The auditors were appointed after the balance sheet date and were unable to arrange attendance at the year-end counting of inventory. The auditors were therefore unable to verify the closing value of inventory and the associated impact on cost of sales.

Save in relation to a £200,000 loan made by the Company to Precious Link (UK) Limited on 25 June 2023, since 30 April 2023, being the end of the last financial period for which financial information has been published for the Group, until the date of this document, there has been no significant change in the financial position or financial performance of the Group.

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What are the key risks specific to the issuer?

Failure to identify or anticipate future risks. Although the Directors believe that the Group's risk management procedures are adequate, the methods used to manage risk may not identify or anticipate current or future risks or the extent of future exposures, which could be significantly greater than historical measures indicate.

Realisation and value of investments. The Company's investments may be difficult to identify and take time to realise.

The Company may be unable to raise funds to complete an acquisition or fund the operations of the target business if it does not obtain additional funding. In October 2022, the Company granted K2 an option to acquire the remaining 51 per cent. of its subsidiary, DI, from the Company. If K2 exercises the Option, the Company will no longer have an operating business and will become a cash shell. Even if K2 does not exercise the Option, the Company intends to dispose of DI as soon as possible. The Company intends to make acquisitions in the food and beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. Although the Company has not formally identified any prospective targets and cannot currently predict the amount of additional capital that may be required, the Company's existing cash of approximately £800,000, as at the date of this document, although sufficient for the Company's pre-acquisitionactivities, may not be sufficient to effect the Company's first acquisition. The Company may therefore be required to seek additional equity or debt financing from Shareholders and lenders respectively. The Company may not receive sufficient support from Shareholders, investors or lenders to raise finance at all or on acceptable terms to the Company. Further, Shareholders' holdings of Ordinary Shares may be materially diluted if debt financing is not available and additional equity is issued.

Food safety and regulation. Ensuring the safety and quality of food products is crucial for the Group. Contamination, improper handling, storage or processing can lead to foodborne illnesses, product recalls, legal issues and damage to the brand's reputation. Any non-compliance with food safety regulations may adversely affect the Group's operations and / or result in penalties, fines, product recalls and potential closure of the business.

Ownership and Reverse Takeover risks. The Company's first acquisition following Admission is highly likely to be a Reverse Takeover (and will certainly be a Reverse Takeover if the Company's subsidiary, DI, is disposed of prior to such acquisition being made). On the basis that DI is sold to K2 or another vendor or vendors, the Company will be a cash shell until and unless it completes an acquisition. If an acquisition is made, its business risk will be concentrated in a single target until the Company completes an additional acquisition, if it chooses to do so. In the event that the Company acquires less than a 100 per cent. interest in a particular entity, the remaining ownership interest will be held by third parties and the subsequent management and control of such an entity may entail risks associated with multiple owners and decision- makers. Any such investment also involves the risk that third party owners might become insolvent or fail to fund their share of any capital contribution which might be required. Since the Company's initial public offering, the Listing Rules have been amended so that the minimum market capitalisation threshold requirement for premium and standard listing segments for shares in companies (other than funds) is increased to £30,000,000. In circumstances where the Company were to undertake a Reverse Takeover (or analogous transaction) requiring the eligibility of the Company to be re-assessed, the Company would be required to meet the minimum market capitalisation requirement of £30,000,000 to maintain its listing. In the event that the Company is unable to satisfy the minimum market capitalisation requirement, the Company would be unable to meet the eligibility requirements to maintain its listing and would be required to de-list, meaning the shareholders of the Company would hold shares in a non-trading public company (assuming it would be unable to secure a listing or quotation on another exchange).

Reliance on key customers and key suppliers. DI generated approximately 90 per cent. of its revenues in the year ended October 2022 from its top ten customers. Dominance of a select few customers has the potential to force erosion of prices and, by extension, profit margins. Additionally, there is the risk that loss of a key customer and inability to locate an alternative buyer for that proportion of product could result in a significant decrease in revenue.

Reliance on delivery. The food and beverage industry is dependent on prompt delivery and quality transportation of beverage ingredients. Disruptions such as adverse weather conditions, natural disasters and labour strikes in places where supplies of food / beverage ingredients are sourced could lead to delayed

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or lost deliveries or deterioration of ingredients and may, amongst other things, result in an interruption to the business of the Group or a failure of the Group to be able to comply with relevant environmental legislation and provide quality food / beverage and services to customers, thereby damaging its reputation.

Maintenance of quality of products and services. In the food and beverage industry, it is essential that the quality of products is consistent. Any inconsistency in the quality of products may result in customer dissatisfaction and hence a decrease in their loyalty.

Identifying a suitable acquisition target. The Directors have decided to dispose of its subsidiary, DI, and to adopt a wider acquisition strategy to make acquisitions in the food and beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. The Company will be dependent upon the ability of the Directors to identify suitable acquisition opportunities and to implement the Company's strategy. As at the date of this document, the Directors have not formally identified any prospective targets. If the Directors are unable to identify and complete appropriate opportunities in line with this strategy for creating value, then the Company may not be able to invest its cash in a manner which accomplishes its objectives.

Demand for the Company's products may be adversely affected by changes in consumer preferences. The Company's success will depend heavily on the maintenance of the brands in which it invests and the ability of the Company to adapt the companies in which it invests, taking into consideration the changing needs and preferences of its customers. Consumer preferences, perceptions and spending habits may shift due to a variety of factors that are difficult to predict and over which the Group has no control (including lifestyle, nutritional and health considerations). Any significant changes in consumer preferences or any failure to anticipate and react to such changes could result in reduced demand for the Group's products and weaken its competitive position.

Sale of Ordinary Shares by major Shareholders and Directors. The sale of a significant number of Ordinary Shares or a sale of Ordinary Shares by Directors in the public market, or the perception that such sales may occur, could materially adversely affect the market price of the Ordinary Shares.

Highly competitive sector. Although the beverage distribution and production sector is a highly competitive one in which barriers to entry are often low, the alcohol industry, like any other industry, has its own set of barriers to entry that can make it challenging for new players, such as the Company, to establish themselves.

Actions of third parties, including contractors and partners. The Group may be reliant on third parties to provide contracting services. There can be no assurance that these relationships will be successfully formed or maintained. A breach or disruption in these relationships could be detrimental to the future business, operating results and/or financial performance of the Company.

Risks associated with taxes in arrears. As at the date of this document, DI is in arrears with certain taxes in South Africa. This was as a result of cash flow constraints and losses incurred during Covid-19. As at 30 August 2023, the amount of tax in arrears was approximately £0.237 million. The board of directors of DI is in discussion with the South African Revenue Service for a repayment plan but there is no guarantee that the South African Revenue Service will agree to grant DI any relief or payment extension. A negative outcome of such discussion could result in adverse tax consequences, such as interest being levied or late payment fees and other penalties being imposed for the unpaid taxes.

SECTION C - KEY INFORMATION ON THE SECURITIES

What are the main features of the securities?

Description of the type, class, denomination, par value and ISIN of the securities being offered

No securities are being offered in conjunction with this prospectus. However, 39,099,141 existing ordinary shares of £0.02 each which have been issued on or subsequent to 3 October 2022 ("Allotted Shares") are being admitted to the Official List of the FCA (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market. The ISIN of the Ordinary Shares is GB00BKBS0353.

Currency of the securities issue

The currency of the securities issued is Pounds Sterling.

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Issued share capital

As at the date of this prospectus, and on Admission, the Company has an issued share capital of £1,297,777.10 comprising 64,888,855 fully paid Ordinary Shares of nominal value £0.02 each. There are no shares in issue that are not fully paid.

Rights attached to the securities

The rights attaching to the Ordinary Shares are uniform in all respects and they form a single class for all purposes, including with respect to voting and for all dividends and other distributions thereafter declared, made or paid on the Ordinary Share capital of the Company.

Each Ordinary Share grants a Shareholder who attends a general meeting (in person or by proxy) the right to one vote for or against or abstaining on Shareholder resolutions proposed by way of a show of hands, and one vote per Ordinary Share for or against or abstaining on Shareholder resolutions proposed by way of a poll vote.

The Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the board of directors of the Company ("Board").

Relative seniority of the securities in the event of insolvency

On a winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company and subject to the Companies Act 2006 and the Insolvency Act 1986 (each as amended), divide amongst the Shareholders in kind the whole or any part of the assets of the Company. The Company has one class of shares in existence, the Ordinary Shares.

Restrictions on transferability

The Ordinary Shares are freely transferable and there are no restrictions on transfer.

Dividend policy

The Company has never declared or paid any dividends on the Ordinary Shares. The Company currently intends to pay dividends on future earnings when it is commercially appropriate to do so. Any decision to declare and pay dividends will be made at the discretion of the Board and will depend on, among other things, the Company's results of operations, financial condition and solvency and distributable reserves tests imposed by corporate law and such other factors that the Board may consider relevant. The Company's current intention is to retain any earnings for use in its business operations and the Company does not anticipate declaring any dividends in the foreseeable future.

Where will the securities be traded?

Application for admission to trading on a regulated market

25,789,714 Ordinary Shares are listed on the standard segment of the Official List of the FCA and traded on the Main Market as at the date of this document. Applications have been made for the Allotted Shares to be admitted by way of a Standard Listing to the Official List of the FCA and to trading on the Main Market. It is expected that Admission will become effective and that unconditional dealings will commence in the Allotted Shares at 8.00 a.m. on 6 November 2023. The Ordinary Shares are not currently traded on any other market nor will they be on Admission.

What are the key risks specific to the securities?

Fluctuations and volatility in the price of Ordinary Shares. Stock markets have from time-to-timeexperienced severe price and volume fluctuations, a recurrence of which could adversely affect the market price for the Ordinary Shares. The market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, some specific to the Group and some which affect listed companies generally, including variations in the operating results of the Group, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, general economic, political or regulatory conditions, overall market or sector sentiment, legislative changes in the Group's sector and other events and factors outside of the Group's control.

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SECTION D - KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR THE

ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in this security?

Terms and conditions of the Subscription

The Company is not making an offer of securities to the public pursuant to this prospectus.

Expected timetable
Publication of this document	31 October 2023
Admission and commencement of dealings in the Allotted Shares	8.00 a.m. on 6 November 2023

Costs and expenses

The total costs (including fees and commissions) (exclusive of VAT) payable by the Company in connection with the Admission are estimated to amount to approximately £400,000. None of these fees are or have been charged to any investor in the Company.

Dilution

The Company is not making an offer of securities to the public pursuant to this document. The Allotted Shares are already in issue and as such any dilutionary effects have been assumed as at the date of this document.

Why is this prospectus being produced?

Reasons for the prospectus

The Company has prepared this document in order to apply for Admission of the Allotted Shares. The Allotted Shares have already been issued but have not been admitted to the Standard Segment of the Official List of the FCA or to trading on the Main Market. No cash proceeds are being generated by the Admission.

Material Interests

Save as disclosed in this section, there are no interests, including any conflicting interests, known to the Company that are material to the Company.

The direct and indirect interests of the Directors represent, in aggregate, approximately 0.85 per cent. of the total issued share capital of the Company as at the date of this document and on Admission.

Robert Scott, a director of the Company, also holds, indirectly, shares in K2. As at the date of this document, K2 owns 49 per cent. of the Company's subsidiary, DI.

Save as set out above, it is not expected that any Director or senior manager will have any interest in the share capital of the Company on Admission or have any conflict of interest between his duties to the Company and any private interests or other duties.

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