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Admission Document THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action that you should take, you should consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities. This document comprises an AIM admission document drawn up in accordance with the AIM Rules for the purpose of the application for admission to trading of the entire issued share capital of the Company on AIM. This document does not constitute a prospectus for the purposes of the Prospectus Rules and FSMA, and it has not been, and will not be, approved by or filed with the FSA under the Prospectus Rules. This document does not constitute and the Company is not making an offer of transferable securities to the public within the meaning of section 102B of FSMA, the Companies Acts 1985 or 2006 of England and Wales or otherwise. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to AIM Sch.2(e) larger or more established companies. AIM securities are not admitted to the official list of the UK Listing Authority. 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 on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. Application has been made for the whole of the ordinary share capital of the Company, in issue and to be issued, to be admitted to trading on AIM. The Ordinary Shares are not dealt with on any other recognised investment exchange and no application is being made for admission of the Ordinary Shares to the Official List and no application has been or is being made for any such shares to be listed on any other recognised investment exchange. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on AIM at 8.00 a.m. (London time) on 29 March 2010. Ann I 1.1 This document includes particulars given in compliance with the AIM Rules for the purpose of giving information with regard to the Company. The Ann I 1.2 Directors, whose names appear on page 6 of this document, accept responsibility, both individually and collectively, for the information contained in Ann III 1.1 this document and confirm that to the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the Ann III 1.2 information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Under no circumstances should the information contained in this document be relied upon as being accurate at any time after Admission. Prospective investors should read the entire document and should be aware that an investment in the Company involves a high degree of risk. The attention of prospective investors is drawn in particular to Part III of this document which sets out certain risk factors relating to any investment in Ordinary Shares. All statements regarding the Company’s business, financial position and prospects should be viewed in light of these risk factors. The Placing Shares will, on Admission, rank pari passu in all respects with the Ordinary Shares then in issue and will rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission. EMIS Group plc Ann I 5.1.1 (Incorporated in England and Wales under the Companies Act 1985 with registration number 6553923) Placing of 16,666,667 Placing Shares of 1p each at 300p per share Ann III 4.4 and Admission to trading on AIM Nominated Adviser and Broker Evolution Securities Limited Evolution Securities is authorised and regulated in the United Kingdom by the FSA. Evolution Securities is acting as nominated adviser and broker to Ann III 10.1 the Company in connection with the Placing and Admission. Evolution Securities’ responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this document. Evolution Securities is acting for the Company in relation to the Placing and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients, nor for providing advice in relation to the Placing and Admission, the contents of this document or any transaction or arrangement referred to herein. Prospective investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those 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 or Evolution Securities. Without prejudice to the Company’s obligations under the AIM Rules, neither the delivery of this document nor any subscription or purchase of shares made pursuant to this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document. This document and its content are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons, for any purpose. Restrictions on sales This document does not constitute, and may not be used for the purposes of, an offer or any invitation to subscribe for any Ordinary Shares by any person in any jurisdiction: (a) in which such offer of invitation is not authorised; or (b) in which the person making such offer or invitation is not qualified to do so; or (c) to any person to whom it is unlawful to make such offer or invitation. The distribution of this document and the Placing in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom into whose possession this document comes are required by the Company and Evolution Securities to inform themselves about, and to observe any restrictions as to, the Placing and the distribution of this document under the laws and regulations of any territory in connection with any application for Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company or Evolution Securities that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where actions for that purpose are required. Notice to prospective investors in the United Kingdom This document constitutes a “financial promotion” for the purposes of section 21 of FSMA and accordingly, its distribution in the United Kingdom is restricted. Neither Evolution Securities nor any other person authorised by the FSA has approved or authorised the contents of this document for the purposes of section 21 of FSMA. Accordingly, this document is only being distributed to and is only directed at: (a) persons who are within the United Kingdom; (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (c) high net worth companies, unincorporated associations and other bodies falling within Article 49(2)(a) to (d) of the Order; and (d) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). The Ordinary Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Notice to certain non-United Kingdom recipients This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, shares in any jurisdiction where such an offer or solicitation is unlawful and, in particular, is not for distribution in or into the United States, Canada, Japan, Australia, South Africa or the Republic of Ireland or any other country outside of the United Kingdom where distribution may lead to a breach of any legal or regulatory requirements. The Ordinary Shares have not been, nor will they be registered under the United States Securities Act of 1933 (as amended) or under the applicable securities laws of any state or other jurisdictions of the United States or of Canada, Japan, Australia, South Africa or the Republic of Ireland and may not be offered for sale or subscription, or sold or subscribed, directly or indirectly, within the United States, Canada, Japan, Australia, South Africa or the Republic of Ireland or to or by any national, resident or citizen of such countries.
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