Admission Document - knightsplc.com

1 Admission Document June THIS Document IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubtabout the contents of this Document , you should consult a person authorised under the Financial Servicesand Markets Act 2000 ( FSMA ) who specialises in advising on the acquisition of shares and Document , which comprises an Admission Document prepared in accordance with the AIM Rules, has beenissued in connection with the application for Admission to trading of the entire issued ordinary share capital of theCompany to trading on AIM. This Document contains no offer of transferable securities to the public within the meaningof section 102B of FSMA, the Companies Act 2006 or otherwise.

2 It does not constitute a prospectus for the purposesof the Prospectus Rules and the FSMA and has not been, and will not be, approved by or filed with the FCA or anyother competent has been made for the whole of the issued and to be issued ordinary share capital of the Company to beadmitted to trading on AIM. It is expected that Admission will become effective and dealings will commence in theOrdinary Shares on 29 June 2018. The Ordinary Shares are not listed or traded on any other recognised investmentexchange and no other such applications have been is a market designed primarily for emerging or smaller companies to which a higher investment risktends to be attached than to larger or more established companies. AIM securities are not admitted to theofficial list of the United Kingdom Listing Authority.

3 A prospective investor should be aware of the risks ofinvesting in such companies and should make the decision to invest only after careful consideration and,if appropriate, consultation with an independent financial AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. Thenominated adviser is required to make a declaration to the London Stock Exchange on Admission in theform set out in Schedule Two to the AIM Rules for Nominated London Stock Exchange has not itself examined or approved the contents of this Document nor will investors should read the whole text of this Document and should be aware that an investment in theCompany involves a high degree of risk. The attention of prospective investors is drawn in particular to Part II of thisdocument which sets out certain risk factors relating to any investment in Ordinary Shares.

4 All statements regardingthe Group s and/or TP s business, financial position and prospects should be viewed in light of the risk factors set outin Part II of this Directors, whose names appear on page 9 of this Document , and the Company accept responsibility, collectivelyand individually, in accordance with the AIM Rules, for the information contained in this Document . To the best of theknowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is thecase) the information contained in this Document is in accordance with the facts and does not omit anything likely toaffect the import of such Group Holdings plc(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 11290101)

5 Placing of 20,689,656 New Ordinary Shares and 13,793,104 Sale Shares each at 145 pence per share Admission of the Enlarged Share Capital to trading on AIMF inancial Adviser, Nominated Adviser and BrokerThe Placing is conditional, inter alia, on Admission taking place by on 29 June 2018 (or such later date asthe Company and Numis Securities Limited ( Numis ) may agree, being not later than on 31 July 2018). ThePlacing Shares will, on Admission , rank pari passuin all respects with the existing Ordinary Shares then in issue andwill rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares , which is authorised and regulated in the United Kingdom by the FCA, has been appointed as nominatedadviser and broker to the Company in connection with the Placing and Admission .

6 Numis is acting exclusively for theCompany and will not be acting for any other person (including a recipient of this Document ) or otherwise beresponsible to any other person for providing the protections afforded to its clients or for advising any other person onthe contents of this Document or otherwise in respect of the proposed Placing and Admission or any transaction,matter or arrangement referred to in this Document . The responsibilities of Numis, as nominated adviser under the AIMR ules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company orto any Director or to any Selling Shareholder or to any other person in respect of his decision to acquire shares in theCompany in reliance on any part of this Document .

7 Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regimeestablished thereunder, Numis does not accept any responsibility whatsoever for the contents of this Document ,including its accuracy, completeness and verification (for which the Directors are solely responsible), or for any otherstatement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares,the Placing Shares or the Placing and Admission . Numis accordingly disclaims all and any liability, whether arising intort, contract or otherwise (save as referred to above), in respect of this Document or any such copy of this Document is available, subject to certain restrictions relating to persons resident in any RestrictedJurisdiction, at and, from Admission , the Company s website Neitherthe content of these websites nor any website accessible by hyperlinks from these websites are incorporated in, orforms part of, this Admission Document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of any offerto subscribe for or acquire, securities to any person in any jurisdiction to whom it is unlawful to make such offer,invitation or solicitation.

8 In particular this Admission Document must not be taken, transmitted, distributed or sent,directly or indirectly, in, or into, the United States of America, Canada, Australia, New Zealand, the Republic of SouthAfrica Japan or any other Restricted Jurisdiction or transmitted, distributed or sent to, or by, any national resident orcitizen of any such country. Accordingly, the Placing Shares may not, subject to certain exceptions, be offered or sold,directly or indirectly, in, or into, or from, the United States of America, Canada, Australia, New Zealand, the Republicof South Africa or Japan or in any other country, territory or possession where to do so may contravene local securitieslaws or regulations. The Placing Shares have not been, and will not be, registered under the United States SecuritiesAct of 1933 (as amended) or under the applicable securities legislation of any state of the United States of America,any province or territory of Canada, Australia, New Zealand, the Republic of South Africa or Japan nor in any countryor territory where to do so may contravene local securities laws or regulations.

9 Accordingly, the Placing Shares maynot be offered or sold, directly or indirectly, within the United States of America or Canada, Australia, the Republic ofSouth Africa or Japan or any other Restricted Jurisdiction to or for the account or benefit of any national, citizen orresident of the United States of America, Canada, Australia, New Zealand, the Republic of South Africa, Japan or anyother Restricted Jurisdiction or to any US person (within the definition of Regulation S made under the Securities Act).Information to DistributorsSolely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU onmarkets in financial instruments, as amended ( MiFID II ); (b) Articles 9 and 10 of Commission Delegated Directive (EU)2017/593 supplementing MiFID II.

10 And (c) local implementing measures (together, the MiFID II Product GovernanceRequirements ), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respectthereto, the Placing Shares have been subject to a product approval process, which has determined that suchsecurities are: (i) compatible with an end target market of retail investors and investors who meet the criteria ofprofessional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through alldistribution channels as are permitted by MiFID II (the Target Market Assessment ).