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Admission Document Required by the Rules of AIM, a Market Operated by the London Stock Exchange Plc (“AIM”), Has Been Drawn up in Compliance with the AIM Rules

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Admission Document Required by the Rules of AIM, a Market Operated by the London Stock Exchange Plc (“AIM”), Has Been Drawn up in Compliance with the AIM Rules THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT A PERSON AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 WHO SPECIALISES IN ADVISING ON THE ACQUISITION OF SHARES AND OTHER SECURITIES. This document, which comprises an admission document required by the rules of AIM, a market operated by the London Stock Exchange plc (“AIM”), has been drawn up in compliance with the AIM Rules. This document does not contain an offer of transferable securities to the public within the meaning of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) and therefore no prospectus within the meaning of s.85 FSMA is required. Accordingly this document has not been pre-approved by the Financial Conduct Authority (“FCA”) pursuant to section 85 of FSMA and the document does not comprise a prospectus for the purposes of the EU Prospectus Directive (2003/71/EC) or for the purposes of the Prospectus Rules of the FCA. Application has been made to the London Stock Exchange for the Ordinary Shares, issued and to be issued, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement on AIM will commence in the Ordinary Shares on 16 September 2013. All dealings before the commencement of unconditional dealings will be on a “when issued basis”, will only be settled if Admission takes place and will be of no effect if Admission does not take place. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom 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. Your attention is drawn to the risk factors set out in Part 2 of this document but the whole of this document should be read. All statements regarding the Company’s business, financial position and prospects should be viewed in light of the risk factors set out in Part 2 of this document. 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 plc has not itself examined or approved the contents of this document. The Directors of NetScientific plc (the “Company”), whose names appear on page 1 of this document, and the Company accept responsibility for the information contained in this document, including individual and collective responsibility for the Company’s compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. NetScientific plc (incorporated in England and Wales under the Companies Act 2006 with registered no. 08026888) Placing of 18,750,000 new Ordinary Shares of 5p each at 160p per share and admission to trading on AIM by Liberum Capital Limited Nominated adviser and broker Share capital (immediately following Admission) Issued and fully paid Amount Number £1,795,101.00 35,902,020 This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase, any securities other than the shares to which it relates, or any offer or invitation to sell, or any solicitation of any offer to purchase, such shares by any person in any circumstances or jurisdiction in which such offer or solicitation is unlawful. This document is not for publication or distribution in Australia, Canada, Japan or the United States. The Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction in the United States or under the applicable securities laws of Australia, Canada or Japan and may not be offered, sold or otherwise transferred, directly or indirectly, in or into Australia, Canada, Japan or the United States or for the account or benefit of citizens or residents of Australia, Canada, Japan or the United States, subject to certain exceptions determined by the Company in its sole discretion and pursuant to the applicable laws. Potential investors with registered addresses in overseas territories are required by the Company and Liberum Capital Limited (“Liberum”) to inform themselves about and observe any restrictions on the offer, sale or transfer of the shares and the distribution of this document and should refer to paragraph 8 of Part 3 (The Placing) for further information. Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in connection with the Placing and Admission and is advising no one else in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or otherwise. The responsibilities of Liberum, as nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company or any Director of the Company or to any other person in respect of their decision to acquire Ordinary Shares in the Company in reliance on any part of this document. No representation or warranty, express or implied, is made by Liberum as to the contents of this document, or for the omission of any material from this document. Liberum has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Liberum for the accuracy of any information or opinions contained in this document or for the omission of any information from this document. IMPORTANT INFORMATION Prospective investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Ordinary Shares. Restrictions on sales in the United States THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES 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 ON OR ENDORSED THE MERITS OF THE OFFER OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. Restrictions on sales in the European Union This document has been prepared on the basis that all offers of Ordinary Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the European Economic Area (“EEA”), from the requirement to produce a prospectus for offers of Shares. Accordingly any person making or intending to make any offer within the EEA of Ordinary Shares which are the subject of the Placing contemplated in this Admission Document should only do so in circumstances in which no obligation arises for the Company or Liberum to produce a prospectus for such offer. Neither the Company nor Liberum have authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary other than the placing of Ordinary Shares by Liberum as agent for the Company as contemplated in this document. Brokers’ dealings In connection with the Placing, Liberum and any of its affiliates acting as an investor for its own account may purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this document to the Ordinary Shares being placed should be read as including any placing to Liberum and any of its affiliates acting as an investor for its own accounts. Liberum does not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so. Forward-looking statements This document contains certain “forward-looking statements”, including statements about current beliefs and expectations of the Directors. In particular, the words “expect”, “anticipate”, “estimate”, “may”, “should”, “plans”, “intends”, “will”, “believe” and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward-looking statements. These statements are based on the Board's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Group's financial performance.
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