NOTE: This document does not provide legal advice – it is only intended as a discussion draft to be updated and modified to fit the circumstances. The publishers and authors shall not be liable to any person with respect to any loss or damages caused or alleged to be caused directly or indirectly by the information or any mistake in this document. In particular, all statutory references should be checked and users are reminded that changes are continually being made to the law and the document will not be up to date. [24 August 2011] TARGET PLC AIM ADMISSION TIMETABLE PUBLIC OFFER WITH PLACING KEY DATES Date Priority [Week 1] Front end and response to legal due diligence memorandum [Week 2] Initial drafts of all documentation [Week 3] Completion of accountants' report and legal due diligence memorandum [Week 4] General progress [Week 5] Start of verification [Week 6] Verification [Week 7] Placing proof [Week 8] Marketing and impact day [Week 9] Payment of subscription moneys [Week 10] Admission to AIM and commencement of dealings AIM – TIMETABLE – PUBLIC OFFER WITH PLACING TARGET PLC AIM ADMISSION TIMETABLE PUBLIC OFFER WITH PLACING ACC BRO COM Reporting accountants of Target PLC Broker and nominated adviser Target PLC PR SOL Public relations advisers Solicitors of Target PLC Date Event Responsibility ASAP Set provisional timetable BRO/COM ASAP Directors cards questionnaires BRO/COM Finalise instruction letters (consider reporting accountants, solicitors to the company, nominated brokers, nominated advisers, PR advisers, receiving bank, registrars, surveyors and printers) Decide on dates for organising any necessary EGM to deal with (if required): group reorganisation authority to allot shares and disapply pre-emption rights share option requirements adopt new articles BRO/COM Consult PR advisers on proposed programme of presentations and announcements. COM/BRO Sort out any property (including intellectual property) problems SOL Review what tax clearances required SOL/ACC Decide on indebtedness date ACC Decide on dates for drafts of working capital memorandum, report on profit forecast, memorandum on indebtedness, memorandum on financial reporting procedures ACC Finalise directors’/key employee service contracts COM/SOL Sort out share options (if any) SOL SOL Week 1 Priority: Front end Admission Document and response to legal due diligence memorandum Monday Fresh timetable and list of documents BRO/SOL EIS/VCT clearance sought ACC Drafting meeting (front end Admission Document) BRO Draft response on legal due diligence memorandum produced COM/SOL Tuesday Week 2 Priority: Initial drafts of all documentation TuesdayMon day Drafting meeting (back end Admission Document) AIM – TIMETABLE – PUBLIC OFFER WITH PLACING SOL/COM Date Event Responsibility Tuesday Drafting meeting (presentation) COM/PR Week 3 Priority: Completion of accountants’ report and legal due diligence memorandum Monday Comments on presentation All Week 4 Priority: General progress All parties to have submitted expense estimates All Colour and design of documents (including cover) finalised COM/BRO First rehearsal of management presentation to institutions and press PR Week 5 Priority: Start of verification Monday Circulate directors’ pack: draft pathfinder board minutes final responsibility letters final powers of attorney memorandum on responsibilities near final placing proof SOL Tuesday Wednesday Verification notes/questions to be available and distributed SOL Friday Progress/drafting meeting SOL Week 6 Priority: Verification Wednesday Verification meeting to focus on issues raised from initial verification process All Estimate of expenses finalised COM Draft pathfinder press release available PR Final comments on documents to be given including: Admission Document All Friday Verification notes Press releases Placing agreement placing letter, service agreements, restricted persons agreement finalised SOL/BRO All work to have been completed by this day including: All long and short form reports, ACC working capital reports, ACC indebtedness statement, ACC pro forma statements, ACC AIM – TIMETABLE – PUBLIC OFFER WITH PLACING Date Week 7 Tuesday Wednesday Week 8 Event Responsibility profit forecast, consent letters, comfort letters ACC ACC/BRO/PR/ SOL Priority: Placing proof Ten-day information notified to Exchange BRO Informal pricing meeting to determine price range for discussion with institutions COM/BRO Board meeting to: COM/SOL - approve service contracts - approve placing proof - approve verification notes - adopt working capital statement and profit forecast (if any) - approve indebtedness - approve placing agreement (and ancillary documents) - approve estimate of expenses - approve press announcement - approve number of shares subject to placing - approve new articles - approve share incentive schemes - adopt the Model dealing cCode Placing proof available and sent out to institutions BRO Meetings with press COM/BRO Presentations to institutions COM/BRO Priority: Marketing and impact day Feedback from institutions Tuesday Finalisation of price COM/BRO Final proofs of Prospectus Admission Document and other documents to be available Accountants' report signed ACC Board meeting to: COM/SOL - confirm issue price - approve all documents, including Prospectus Admission Document, placing agreement, estimate of expenses, working capital statement, profit forecast, press announcements, new share certificates AIM – TIMETABLE – PUBLIC OFFER WITH PLACING Date [2 pm?] Wednesday Event Responsibility - sign the placing agreement (to be held in escrow) - provisionally and conditionally allot new shares - appoint a board committee to deal with all matters connected with the offer, including the allotment of new ordinary shares Directors' responsibility statements and powers of attorney signed COM/SOL Latest time for final price and other adjustments to the ProspectusAdmission Document to be submitted to printers All Bulk print Prospectus Admission Document BRO IMPACT DAY - APPLICATION TO AIM Placing agreement (and other documents) released from escrow Final Prospectus Admission Document [and placing letters sent to placees] BRO Prospectus Admission Document lodged with Registrar of Companies SOL Three day information submitted to Exchange: Application form BRO Nominated advisers’ declaration cheque for Exchange fee six copies of Admission Document [Placing completed] [BRO] Press release PR Thursday Documents to be available for inspection for one month SOL Week 9 Priority: Payment Wednesday All funds to have been received and cleared SOL Board meeting to approve basis of allocation / allot shares, approve press releases and authorise despatch of documents of title SOL/COM Week 10 Priority: Admission to AIM effective and commencement of dealings Announcement from Stock Exchange BRO Dealings commence in London BRO Cash payable to vendor shareholders and company SOL Definitive share certificates despatched to existing and new shareholders AIM – TIMETABLE – PUBLIC OFFER WITH PLACING