Bytes Technology Group

This document comprises a prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") relating to Bytes Technology Group plc (the "Company") prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 (the "FSMA") and a pre-listing statement prepared in accordance with the applicable JSE Listings Requirements. A copy of this Prospectus has been filed with, and approved by, the FCA and the JSE and has been made available to the public in accordance with the Prospectus Regulation Rules. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is, or the quality of the securities that are, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the ordinary shares in the capital of the Company (the "Shares"). Application will be made to the FCA for all of the Shares, issued and to be issued in connection with the Offer to be admitted to the premium listing segment of the Official List of the FCA and to London Stock Exchange plc (the "London Stock Exchange") for all of the Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (the "Main Market") (together, "Admission"). Conditional dealings in the Shares are expected to commence on the Main Market at 8.00 a.m. on 11 December 2020. It is expected that Admission will become effective, and that unconditional dealings in the Shares will commence at 8.00 a.m. on 17 December 2020. Dealings on the Main Market before Admission will only be settled if Admission takes place. All dealings before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application is currently intended to be made for the Shares to be admitted to listing or dealt with on any other exchange other than the Main Board of the JSE. The New Shares issued by the Company will rank pari passu in all respects with the Existing Shares. Application will also be made for all the Shares to be admitted to listing and trading as a secondary inward listing on the Main Board of the JSE (the “JSE Admission”). The JSE has granted a secondary inward listing of the Shares in the Software and Computer Services sector of the JSE under the abbreviated name “Bytes”, symbol “BYI” and ISIN GB00BMH18Q19 subject to the fulfilment of certain conditions (including, in accordance with paragraph 18.10(b) of the JSE Listings Requirements, the Company having made arrangements, to the satisfaction of the JSE’s Clearing and Settlement division, to ensure that there is a sufficient number of shares entered into the South African branch register from the time of JSE Admission). FinSurv has approved the inward listing of the Company on the Main Board of the JSE, and classified the inward listed Shares as “domestic” for South African exchange control purposes. It is expected that JSE Admission will become effective, and that unconditional dealings in the Shares on the JSE will commence, at 10.00 a.m. (Johannesburg time) on 17 December 2020. The Shares will only be traded on the JSE as dematerialised shares and, accordingly, no documents of title will be issued to successful applicants who wish to apply for Shares. The directors of the Company, whose names appear on page 33 of this Prospectus (the "Directors"), and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company, the information contained in this Prospectus is in accordance with the facts and the Prospectus contains no omission likely to affect the import of such information. Prospective investors in Shares should read this Prospectus in its entirety and, in particular, the ''Risk Factors'' in Part 1 for a discussion of certain risks and other factors that should be considered prior to any investment in the Shares. Bytes Technology Group plc (a public limited company incorporated in England & Wales under the Companies Act 2006 with registered number 12935776) Offer of New Shares at an Offer Price expected to be between 240.0 pence and 290.0 pence per New Share and admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange Sole Sponsor, Financial Adviser, Sole Global Co-Ordinator and Sole Bookrunner Numis EXPECTED ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION(1) Issued and fully paid Number Nominal Value 238,913,494 £0.01 (1) Assuming the Base Offer Size Assumptions (as defined on page ii and in Part 16 "Definitions") and that the Offer Price is set at the mid-point of the Price Range. The Company intends to use the entire gross proceeds it receives from the Offer to (i) pay the Demerger Stamp Duty and IPO Expenses; and (ii) satisfy the cash amounts due to Altron and Altron Ordinary Shareholders in connection with the Demerger. No net proceeds will be retained by the Company. The number of New Shares to be issued by the Company pursuant to the Offer will be determined by reference to and is a function of, amongst other things, the Offer Price for the New Shares, the cash elections received i from Altron Ordinary Shareholders in connection with the Demerger and demand from investors in the Offer. Further details of how the Offer Price is to be determined are set out in Part 14 "The Offer" . The following table sets out the expected number of New Shares to be issued by the Company pursuant to the Offer, the expected gross proceeds of the Offer for the Company, the expected issued share capital of the Company on Admission and the number of New Shares to be issued as a percentage of the expected issued share capital of the Company on Admission, assuming the Offer Price is set at the mid-point of the Price Range, in circumstances where, in aggregate, (i) 25 per cent., (ii) 50 per cent., (iii) 75 per cent. or (iv) 100 per cent., of Convertible Notes held by Altron Ordinary Shareholders (other than Altron Finance) are redeemed for cash. Redemption of New Shares Gross proceeds Issued share capital New Shares as a Convertible Notes on Admission percentage of issued share capital on Admission 25% 87,709,924 £232.4 million 238,168,420 36.8% 50% 135,322,019 £358.6 million 239,672,356 56.5% 75% 182,934,120 £484.8 million 241,176,292 75.9% 100% 230,546,214 £610.9 million 242,680,227 95.0% The Company has received written indications from certain major Altron Ordinary Shareholders, comprising Coronation, Biltron and VCP that they intend to elect to redeem for cash a minimum of 25 per cent., 25 per cent. and 80 per cent., and a maximum of 25 per cent., 35 per cent., and 100 per cent., respectively, of their respective Convertible Notes arising from the Demerger in respect of their current shareholdings in Altron. Assuming that such elections are made and satisfied in their minimum amounts, the Default Ratio for Redemption and Conversion of the Convertible Notes held by the remaining Altron Ordinary Shareholders (other than Altron Finance) is 25 per cent. as to Redemption and 75 per cent. as to Conversion and no other Altron Shareholder elects to redeem greater than 25 per cent. of its Convertible Notes (the "Base Offer Size Assumptions") and the Offer Price is set at the mid-point of the Price Range, the expected minimum number of New Shares in the Offer is 111,297,716 and the gross proceeds of the Offer are expected to be £294.9 million, resulting in the number of New Shares in the Offer as a percentage of the Company's expected issued share capital at Admission being 46.6 per cent. Assuming that such elections are made and satisfied in their maximum amounts, and the remaining Altron Ordinary Shareholders (other than Altron Finance) elect to redeem for cash 100 per cent. of their Convertible Notes and all such elections are satisfied (the “Maximum Offer Size Assumptions”) and the Offer Price is set at the mid-point of the Price Range, the expected maximum number of New Shares in the Offer is 171,842,458 and the gross proceeds of the Offer are expected to be £455.4 million, resulting in the number of New Shares in the Offer as a percentage of the Company's expected issued share capital at Admission being 71.4 per cent. If the demand from investors in the Offer is insufficient to meet a Default Ratio of 25 per cent. as to Redemption and 75 per cent. as to Conversion, then the Default Ratio will be adjusted accordingly, with an absolute minimum offering size of 59,064,035 New Shares assuming the Offer Price is set at the top of the Price Range. The absolute maximum number of New Shares in the Offer is 230,756,765, assuming the Offer Price is set at the bottom of the Price Range and 100 per cent. of the Convertible Notes held by Altron Ordinary Shareholders are redeemed for cash. It is currently expected that the Offer Price and New Share Offer Size will be set within the Price Range and the New Share Offer Size Range, respectively.

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