City Code

The City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers in the United Kingdom (the “Takeover Code”) normally applies to a company whose shares are admitted to trading on AIM if its registered office is in the United Kingdom, the Channel Islands or the Isle of Man and if it is considered by the Takeover Panel to have its place of central management and control in one of these jurisdictions.

The Takeover Code will not apply to the Company given that the Company is incorporated in the British Virgin Islands. Although the Ordinary Shares will trade on AIM, the Company will not be subject to takeover regulation in the United Kingdom. Certain provisions have been incorporated into the memorandum and articles of association of the Company (the “Articles”) which seek to replicate certain protections provided by the Takeover Code although the Takeover Panel will have no responsibility or involvement in their enforcement.

Under the Articles, which seek to replicate Rule 9 of the Takeover Code, if a Shareholder (or person acting in concert with such Shareholder) acquires an interest in shares (as defined in the Takeover Code) whether by a single transaction or a series of transactions over a period of time which, when taken together with any interest in shares already held by him or any interest in shares held or acquired by persons acting in concert with him, in aggregate carry 30 per cent. or more of the voting rights of the Company, that Shareholder is normally required to make a general offer in cash to all the remaining Shareholders to acquire their shares.

Similarly, when any Shareholder, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of the Company but does not hold shares carrying more than 50 per cent of such voting rights, a general offer in cash will normally be required to be made by such Shareholder if any further interests in shares are acquired by any such person.