Haversham Holdings

MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BC79101A.;103 mrll_0614.fmt Free: 198DM/0D Foot: 0D/ 0D VJ J1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 13092

This document comprises a prospectus (the ‘‘Prospectus’’) relating to Haversham Holdings plc (the ‘‘Company’’) and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ‘‘FCA’’) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the ‘‘FSMA’’). The Prospectus has been filed with the FCA and has been made available to the public in accordance with section 3.2 of the Prospectus Rules. Applications have been made to the FCA in its capacity as competent authority under the FSMA (the ‘‘UK Listing Authority’’) for all of the ordinary shares in the Company (the ‘‘Ordinary Shares’’), issued and to be issued in connection with the placing of shares to certain institutional and professional investors (the ‘‘Placing’’) and as part consideration for the proposed acquisition of CD&R Osprey Investment S.a.r.l.` (the ‘‘Acquisition’’) to be admitted to the standard listing segment of the Official List of the FCA (the ‘‘Official List’’) and to trading on the main market of London Stock Exchange plc (the ‘‘London Stock Exchange’’) for listed securities (together, ‘‘Admission’’). Admission to trading on the London Stock Exchange’s main market for listed securities constitutes admission to trading on a regulated market. In the Placing, 685,670,000 new Ordinary Shares are being issued by the Company (the ‘‘Placing Shares’’) as well as 69,535,522 new Ordinary Shares in connection with the Acquisition (the ‘‘Consideration Shares’’) together (the ‘‘New Ordinary Shares’’). It is expected that Admission will become effective, and that unconditional dealings in the Placing Shares will commence on the London Stock Exchange at 8:00a.m. (London time) on 2 April 2015. The directors of the Company, whose names appear on page 40 of this Prospectus (the ‘‘Directors’’), the proposed director of the Company whose name appears on page 40 of this Prospectus (the ‘‘Proposed Director’’) and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the Directors and the Proposed Director (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Prospective investors are advised to examine all the risks that might be relevant in connection with an investment in the Placing Shares. Prospective investors should read the entire Prospectus and, in particular, the section entitled ‘‘Risk factors’’ in Part II: ‘‘Risk Factors’’ for a discussion of certain risks and other factors that should be considered prior to any investment in the Placing Shares. HAVERSHAM HOLDINGS PLC to be renamed BCA MARKETPLACE PLC (incorporated under the Companies Act 2006 and registered in England and Wales with registered number 09019615)

19FEB201512544761

Placing of 685,670,000 new Ordinary Shares of £0.01 each at a Placing Price of 150 pence per Ordinary Share and admission to the standard listing segment of the Official List and to trading on the London Stock Exchange

Cenkos Securities Marwyn Capital Lead Manager and Broker, Joint Financial Adviser Joint Financial Adviser

Bank of America Merrill Lynch Zeus Capital Joint Financial Adviser for the Acquisition Joint Broker and Debt Financing

EXPECTED SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION Number Amount Issued and fully paid Ordinary Shares of £0.01 each ...... 780,247,192 £7,802,471.92

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BC79101A.;103 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BE79101A.;22 mrll_0614.fmt Free: 140D*/420D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 5122

Advisers Cenkos Securities plc (‘Cenkos’’), Marwyn Capital LLP (‘‘Marwyn’’), and Zeus Capital Limited (‘‘Zeus’’) who are regulated in the United Kingdom by the FCA, are acting exclusively for the Company and no one else in connection with the Placing, and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Placing or any transaction or arrangement referred to in this Prospectus. Merrill Lynch International, a subsidiary of Bank of America Corporation (‘‘BAML’’) who is regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Acquisition, and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Acquisition or any transaction or arrangement referred to in this Prospectus. Cenkos, Marwyn, BAML, Zeus and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company for which they would have received customary fees. Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos, Marwyn, BAML and Zeus by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Cenkos, Marwyn, BAML and Zeus accept any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of Cenkos, Marwyn, BAML and Zeus accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement.

Prospectus Recipients of this Prospectus are authorised solely to use it for the purpose of considering the subscription for or acquisition of Placing Shares and may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering an investment in the Placing Shares. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. This Prospectus does not constitute or form any part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful. Prior to making any decision as to whether to invest in the Placing Shares, prospective investors should read this Prospectus in its entirety. In making an investment decision, each investor must rely upon his or her own examination, analysis and enquiry of the Company and the terms of the Placing, including the merits and risks involved. The investors also acknowledge that: (i) they have not relied on Cenkos, Marwyn, BAML and Zeus or any person affiliated with them in connection with any investigation of the accuracy of any information contained in the Prospectus or their investment decision; and (ii) they have relied only on the information contained in this Prospectus and that no other person has been authorised to give any information or to make any representation concerning the Group or the Placing Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Directors, the Proposed Director, or Cenkos, Marwyn, BAML or Zeus.

Notice to overseas shareholders The Placing Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective subscribers or purchasers should read the restrictions contained in Part XVII: ‘‘The Placing—Selling and Transfer Restrictions’’. Each subscriber for, or purchaser of, the Placing Shares will be deemed to have made the relevant representations made therein.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BE79101A.;22 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BE79101A.;22 mrll_0614.fmt Free: 3440DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 31226

This Prospectus does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, any Placing Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Prior to making any decision as to whether to invest in Placing Shares, prospective investors should read this Prospectus in its entirety. In making an investment decision, prospective investors must rely upon his or her own examination, analysis and enquiries of the Company and the terms of this Prospectus, including the merits and risks involved. The distribution of this Prospectus and the placing of the Placing Shares in certain jurisdictions may be restricted by law. Accordingly, neither this Prospectus nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, no actions have been taken to allow a public offering of the Placing Shares under the applicable securities laws of any jurisdiction, including Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Placing Shares may not be offered or sold in any jurisdiction, or to or for the account or benefit of any national, resident or citizen of any jurisdiction, including Australia, Canada, Japan or South Africa. The Placing Shares are being placed only outside the United States pursuant to the requirements of Regulation S under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’) and have not been, and will not be, registered under the Securities Act. THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY OTHER FEDERAL OR STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BE79101A.;22 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BG79101A.;27 mrll_0614.fmt Free: 2940DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 54209

TABLE OF CONTENTS

Page PART I SUMMARY INFORMATION ...... 4 PART II RISK FACTORS ...... 21 PART III IMPORTANT INFORMATION ...... 31 PART IV DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS ...... 40 PART V EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...... 41 PART VI INDICATIVE STATISTICS ...... 42 PART VII REASONS FOR THE PLACING, USE OF PROCEEDS AND DIVIDEND POLICY ...... 43 PART VIII MARKET OVERVIEW ...... 44 PART IX INFORMATION ON THE GROUP ...... 59 PART X DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE .... 78 PART XI SELECTED FINANCIAL INFORMATION ...... 83 PART XII OPERATING AND FINANCIAL REVIEW ...... 90 PART XIII CAPITALISATION AND INDEBTEDNESS ...... 120 PART XIV HISTORICAL FINANCIAL INFORMATION ...... 123 PART XV UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... 223 PART XVI TAXATION ...... 230 PART XVII PROFIT ESTIMATE ON THE BCA GROUP ...... 234 PART XVIII THE PLACING ...... 237 PART XIX ADDITIONAL INFORMATION ...... 241 PART XX GLOSSARY AND DEFINITIONS ...... 276

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BG79101A.;27 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 1480D*/4440D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 24348

PART I SUMMARY INFORMATION Summaries are made up of disclosure requirements known as ‘‘Elements’’. These Elements are numbered in Sections A to E (A.1 to E.7). This summary contains all the Elements required to be included in a summary for these type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of ‘‘not applicable’’.

Section A—Introduction and warnings Annex and Element Disclosure requirement A.1 Warning to investors This summary must be read as an introduction to this Prospectus. Any decision to invest in the Placing Shares should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor may, under the national legislation of the European Economic Area Member State where the claim is brought, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches to the Directors and the Company, who are responsible for this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Placing Shares. A.2 Subsequent resale of Not applicable. The Company is not engaging any financial securities or final intermediaries for any resale of securities or final placement of placement of securities after publication of the Prospectus. securities through financial intermediaries

Section B—Company and any guarantor Annex and Element Disclosure requirement B.1 Legal and Haversham Holdings plc (the ‘‘Company’’), to be renamed BCA commercial name Marketplace plc following Admission. B.2 Domicile and legal The Company is a public limited company, incorporated in England form of the Company and Wales with its registered office situated in England and Wales. The Company operates under the Companies Act 2006.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 360DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 36555

Section B—Company and any guarantor Annex and Element Disclosure requirement B.3 Operations and The Group owns and operates Europe’s largest used vehicle principal activities marketplace (which it operates through its Vehicle Remarketing Division), both in terms of the number of vehicles sold and revenue, as well as the UK’s market-leading provider of vehicle buying services, We Buy Any Car Limited (‘‘WBAC’’) (which it operates through its Vehicle Buying Division). The Group’s marketplace facilitates the exchange of used vehicles between vendors and buyers through both physical and online auctions across 12 countries in Europe, as well as through a joint venture in Brazil. In addition, the Group also offers a suite of value-added digital and physical pre- and post-auction services, including inspection, logistics, appraisal, repair, valet and buyer finance services. B.4 Significant recent On 26 March 2015, the Company entered into the Acquisition trends Agreement for the entire issued share capital and preferred equity certificates of CD&R. Completion of the Acquisition is conditional on, inter alia, the approval of Shareholders at the General Meeting. On 14 May 2013, the BCA Group entered into a share purchase agreement for the acquisition of 100% of the shares in the parent company of WBAC, Pennine Metals B Limited, from its founding shareholders. The acquisition completed on 16 August 2013 and the founding shareholders became shareholders of the BCA Group, responsible for managing the Vehicle Buying Division. The acquisition allowed the Group to fully capture WBAC’s supply of vehicles purchased from consumers and create direct access to the consumer market as suppliers to the Exchange. WBAC was historically a significant vendor to the Group. The BCA Group launched buyer finance services in the UK in January 2014. Buyer finance services provide buyers with financing to purchase vehicles on the Exchange, with limited credit risk to the BCA Group. The Company believes the service represents a significant growth opportunity, fuelling the Exchange by driving both higher volumes and transaction values, with the chance to become a meaningful source of profit to the BCA Group in itself. The Group continues to grow and to trade in accordance with management expectations. B.5 Group description The principal activity of the Group is the purchase and remarketing of vehicles and the offering of related value-added services. The Group includes the following principal subsidiaries: • BCA Remarketing Group Limited (where the financial results for the Group’s operations in the UK (including WBAC) and Europe are consolidated); • British Car Auctions Limited (the Group’s principal operating company which primarily conducts the Group’s physical and online auction operations in the UK); and • We Buy Any Car Limited (which conducts the Group’s vehicle purchasing operations). Each of the Company’s subsidiaries is, directly or indirectly, wholly or majority owned by the Company.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 995DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 38049

Section B—Company and any guarantor Annex and Element Disclosure requirement B.6 Major shareholders Insofar as it is known to the Company, as at 24 March 2015 (being the latest practicable date prior to the publication of this Prospectus), the Shareholders identified below will, on Admission, each be directly or indirectly interested in 3% or more of the issued share capital of the Company. The interest in Ordinary Shares of these Shareholders immediately prior to Admission, together with an estimate of their interest in Ordinary Shares immediately following Admission, is set out below:

Interest immediately Interest immediately prior to Admission following Admission % of total % of issued issued share share Shareholder No. capital No. capital MVILLP...... 7,512,470 29.9 14,179,136 <3 Invesco Asset Management Limited ...... 7,375,000 29.5 107,375,000 13.8 Artemis Investment Management LLP ...... 2,497,500 10.0 2,497,500 <3 Aviva Investors Global Services Limited ...... 1,250,000 5.0 134,583,333 17.3 Schroders Investment Management Limited ...... 1,250,000 5.0 1,250,000 <3 Cenkos Securities plc ...... 1,038,411 4.1 1,041,564 <3 Premier Fund Managers Limited . 833,333 3.3 14,179,136 <3 Brian Kennedy ...... 833,333 3.3 1,499,999 <3 Zeus Capital Limited ...... 785,479 3.1 815,479 <3 Eurovestech plc ...... 750,000 3.0 750,000 <3 Woodford Asset Management Limited ...... Nil Nil 54,666,666 7.0 Capital Global Investors ...... Nil Nil 51,000,000 6.5 GLG Partners UK Limited ..... Nil Nil 46,000,000 5.9 Capital International Investors . . Nil Nil 41,000,000 5.3 AXA Investment Managers UK Limited ...... Nil Nil 33,333,333 4.3 M&G Investment Managers Limited ...... Nil Nil 33,333,333 4.3 Royal London Asset Management ...... Nil Nil 29,5333,333 3.8

Notes: On Admission, such Shareholders will not have special voting rights and the Ordinary Shares owned by it will rank pari passu in all respects with other Ordinary Shares. The Company is not aware of any person who, either as at the date of this Prospectus or immediately following Admission, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 125DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 13389

Section B—Company and any guarantor Annex and Element Disclosure requirement B.7 Key financial Upon Admission the Acquisition will be completed and the Company information will be the holding company of the group (the ‘‘Group’’) comprising the Haversham Group and the BCA Group. On 16 August 2013 the BCA Group acquired WBAC. Accordingly, this document contains historical financial information for the Haversham Group, the BCA Group and WBAC along with pro forma financial information for the Group. Haversham was incorporated on 30 April 2014 and was admitted to trading on AIM on 10 November 2014. In the 8 months ended 31 December 2014, the first accounting period since its incorporation, Haversham recorded a loss before tax of £0.3 million and, as at that date, had net assets of £28.6 million. During the period covered by the historical financial information set out below, the key development impacting historical trends during this period was the BCA Group’s acquisition of WBAC in August 2013. This resulted in the creation of the Vehicle Buying Division which had a significant effect on the BCA Group’s results of operations in 2013 and the six months ended 30 June 2014 as volumes, revenues and profits of the Vehicle Buying Division grew through increased UK penetration and international expansion. The tables below set out summary financial information of the BCA Group and WBAC as of and for the years ended 31 December 2011, 2012 and 2013 and for the six months ended 30 June 2013 and 2014 and as of 30 June 2014, as extracted from the historical financial information of the Group and WBAC set out in Part XIV: ‘‘Historical Financial Information’’. Selected Financial Information of the BCA Group Consolidated Income Statement Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Revenue ...... 254.3 262.5 442.3 149.2 458.4 Cost of sales ...... (66.9) (74.2) (233.0) (45.0) (330.4) Gross profit ...... 187.4 188.3 209.3 104.2 128.0 Operating costs ..... (149.8) (149.9) (169.2) (79.7) (121.2) Other income ...... 0.5 0.6 1.0 0.3 0.2 Operating profit .... 38.1 39.0 41.1 24.8 7.0 Finance costs ...... (45.5) (50.4) (65.9) (29.0) (30.9) Finance income ..... 4.0 2.1 0.6 0.1 2.6 Loss before income tax ...... (3.4) (9.3) (24.2) (4.1) (21.3) Income tax (charge)/ credit ...... (0.9) 1.9 (2.9) (2.5) 0.2 Loss for the period . . (4.3) (7.4) (27.1) (6.6) (21.1) Attributable to: Owners of the parent (4.4) (7.4) (27.1) (6.6) (21.2) Non-controlling interests ...... 0.1 — — — 0.1 (4.3) (7.4) (27.1) (6.6) (21.1)

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 905DM/0D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 2218

Section B—Company and any guarantor Annex and Element Disclosure requirement Consolidated Balance Sheet

As of 31 December As of 30 June 2011 2012 2013 2014 (£ million) Assets Non-current assets Intangible assets ...... 390.3 392.5 540.6 539.5 Property, plant and equipment ...... 57.7 59.1 64.1 63.0 Interest in joint venture . . . . — — 0.2 0.6 Deferred tax asset ...... 8.5 12.6 14.1 15.9 Net pension asset ...... — 0.7 0.8 — Total non-current assets .... 456.5 464.9 619.8 619.0 Current assets Inventories ...... 2.1 2.4 33.2 14.1 Interest in parent company . . 2.2 2.3 2.6 2.7 Trade and other receivables . 50.6 66.4 77.5 95.9 Cash and cash equivalents . . — 8.5 2.4 56.6 Total current assets ...... 54.9 79.6 115.7 169.3 Total assets ...... 511.4 544.5 735.5 788.3 Non-current liabilities Borrowings ...... (389.3) (407.2) (596.6) (605.1) Trade and other payables . . . (41.4) (46.2) (49.6) (51.3) Deferred tax liabilities ..... (0.1) (0.5) (10.9) (10.7) Net pension deficit ...... (2.9) — — (0.5) Provisions ...... ———(19.2) Total non-current liabilities . . (433.7) (453.9) (657.1) (686.8) Current liabilities Borrowings ...... (14.2) (17.6) (11.2) (1.6) Overdrafts ...... (1.9) — — — Trade and other payables . . . (94.2) (110.5) (116.5) (169.1) Total current liabilities ..... (110.3) (128.1) (127.7) (170.7) Total liabilities ...... (544.0) (582.0) (784.8) (857.5) Net liabilities ...... (32.6) (37.5) (49.3) (69.2) Equity Share capital ...... 4.0 4.0 4.0 4.0 Share premium ...... — — 14.8 14.8 Foreign exchange reserve . . . (0.3) (0.6) (0.6) (1.1) Accumulated deficit ...... (36.6) (40.9) (67.5) (86.6) Equity shareholder deficit . . (32.9) (37.5) (49.3) (68.9) Non-controlling interests . . . 0.3 — — (0.3) Total shareholders’ deficit . . (32.6) (37.5) (49.3) (69.2)

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 415D*/800D Foot: 0D/ 0D VJ RSeq: 6 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 14001

Section B—Company and any guarantor Annex and Element Disclosure requirement Summary Consolidated Cash Flow Statement

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Net cash inflow from operating activities . . . 28.7 37.9 17.5 48.2 75.1 Net cash outflow from investing activities .... (7.2) (12.8) (110.7) (9.7) (9.4) Net cash (outflow)/inflow from financing activities ...... (18.3) (14.7) 87.1 (5.1) (11.5) Net increase/(decrease) in cash and cash equivalents ...... 3.2 10.4 (6.1) 33.4 54.2 (Overdrafts)/Cash and cash equivalents at 1 January ...... (5.1) (1.9) 8.5 8.5 2.4 (Overdrafts)/Cash and cash equivalents at period end ...... (1.9) 8.5 2.4 41.9 56.6

Non-IFRS Financial and Non Financial Operating Data(1) The following table shows certain of the BCA Group’s KPIs during the periods under review.

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Vehicles sold through the BCA Group (thousand vehicles)(2) ...... 831 852 909 463 510 Adjusted EBITDA (£ million)(3) ...... 49.4 51.4 62.5 30.2 43.4 Adjusted EBITDA margin (%)(3) ...... 19.4 19.6 14.1 20.2 9.5 Cash conversion rate (%)(4) .8475728377 Net debt(5) to Adjusted EBITDA ratio (%) ...... 601 564 697 N/A(6) 501(6)

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BI79101A.;82 mrll_0614.fmt Free: 520DM/0D Foot: 0D/ 0D VJ RSeq: 7 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 31087

Section B—Company and any guarantor Annex and Element Disclosure requirement (3) Adjusted EBITDA is calculated by adjusting operating profit to exclude depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investor, losses incurred in the first year of setting up new businesses and impairment charges on property, plant and equipment, intangibles and goodwill. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of revenue.

The following table sets out the reconciliation of Adjusted EBITDA to the BCA Group’s operating profit and the calculation of Adjusted EBITDA margin for the periods indicated.

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Operating profit ...... 38.1 39.0 41.1 24.8 7.0 Amortisation of acquired intangibles ...... — — 1.4 — 1.7 Impairment of property, plant and equipment ...... ——— — 4.0 Restructuring costs ...... 0.5 2.3 4.8 0.8 0.5 Management fees to private equity investor ...... 0.5 0.5 0.5 0.3 0.3 New business/ start up costs . — 0.8 — — 0.6 Acquisition costs ...... — 0.2 4.6 — — Aborted IPO costs including management incentives . . .——— — 5.2 Onerous lease provisions . . .——— — 19.2 Other non-recurring items . . (0.1) — 0.5 0.3 (0.3) Accelerated amortisation . . . 2.7 0.5 1.2 — — Accelerated depreciation . . . — 0.8 — — — Adjusted operating profit . . . 41.7 44.1 54.1 26.2 38.2 Depreciation of fixed assets . 4.6 4.4 4.8 2.2 3.1 Amortisation of intangible assets ...... 3.1 2.9 3.6 1.8 2.1 Adjusted EBITDA ...... 49.4 51.4 62.5 30.2 43.4

(4) Cash conversion rate is defined as Free cash flow divided by Adjusted EBITDA. The table below shows a calculation of the Cash conversion rate for the periods under review. Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Adjusted EBITDA (£ million) .... 49.4 51.4 62.5 30.2 43.4 Capital expenditure (£ million) . . . 7.7 12.9 17.8 5.1 9.8 Free cash flow (£ million)(a) ..... 41.7 38.5 44.7 25.1 33.6 Cash conversion rate (%) ...... 84 75 72 83 77

(a) Free cash flow is defined as Adjusted EBITDA less capital expenditure. (5) Net debt is defined as the carrying value of the BCA Group’s financing, including bank financing, other external loans and finance leases, net of cash and short-term deposits. Net debt excludes loans from parent undertakings, preference shares, accrued dividends, debt issue costs and payables in respect of the BCA Group’s buyer finance business. (6) For the purposes of computing this ratio for the six months ended 30 June 2014, Adjusted EBITDA is calculated using the twelve-month period prior to 30 June 2014.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BI79101A.;82 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BK79101A.;17 mrll_0614.fmt Free: 1065D*/1640D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 39761

Section B—Company and any guarantor Annexes and Element Disclosure requirement Vehicle Remarketing Division KPIs(1) The following table shows a breakdown of the Vehicle Remarketing Division’s KPIs during the periods under review.

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Vehicles sold through the Group— UK (thousand vehicles) ...... 596 596 648 332 364 Vehicles sold through the Group— International (thousand vehicles) . 235 256 262 131 146 Vehicles sold through the Group— Total (thousand vehicles) ...... 831 852 909 463 510 Revenue per vehicle sold—UK (£)(2) 282 301 309 306 314 Revenue per vehicle sold— International (£)(2) ...... 368 325 358 364 351 Revenue per vehicle sold—Total (£)(2) ...... 306 308 323 322 325 Adjusted EBITDA—UK (£ million) . 37.8 40.6 44.0 23.3 28.8 Adjusted EBITDA—International (£ million) ...... 13.3 13.0 17.7 8.1 7.6 Adjusted EBITDA Total (£ million) . 51.1 53.6 61.7 31.4 36.4 Adjusted EBITDA per vehicle sold—UK (£)(3) ...... 63 68 68 70 79 Adjusted EBITDA per vehicle sold—International (£)(3) ...... 57 51 68 62 52 Adjusted EBITDA per vehicle sold—Total(3) ...... 62 63 68 68 71 Adjusted EBITDA margin—UK (%) 22.5 22.7 22.0 23.0 25.2 Adjusted EBITDA margin— International (%) ...... 15.4 15.6 18.9 16.9 14.8 Adjusted EBITDA margin— Total (%) ...... 20.1 20.4 21.0 21.0 22.0

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BK79101A.;17 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BK79101A.;17 mrll_0614.fmt Free: 1705D*/5645D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 18261

Section B—Company and any guarantor Annexes and Element Disclosure requirement Vehicle Remarketing Division Other Financial Data(1)

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Gross profit (£ million) ...... 187.4 188.3 203.5 104.2 114.6 Gross profit per vehicle sold (£)(2) ...... 226 221 224 225 225 Gross profit margin (%)(3) .... 73.7 71.7 69.3 69.8 69.2

Selected Financial Information of WBAC Combined and Consolidated Income Statement

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Revenue ...... 267.1 296.5 440.2 237.0 292.8 Cost of sales ...... (257.8) (283.7) (423.9) (228.4) (279.4) Gross profit ...... 9.3 12.8 16.3 8.6 13.4 Operating costs ..... (6.2) (7.6) (11.8) (3.9) (8.2) Operating profit .... 3.1 5.2 4.5 4.7 5.2 Finance costs ...... (0.5) (0.7) (0.7) (0.5) (0.2) Profit before taxation 2.6 4.5 3.8 4.2 5.0 Income tax expense . . (0.8) (0.9) (1.4) (0.9) (1.8) Profit for the period . 1.8 3.6 2.4 3.3 3.2 Attributable to: Owners of the parent 1.8 3.6 2.4 3.3 3.2 Profit for the period . 1.8 3.6 2.4 3.3 3.2

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BK79101A.;17 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BK79101A.;17 mrll_0614.fmt Free: 1080DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 40234

Section B—Company and any guarantor Annexes and Element Disclosure requirement Combined and Consolidated Balance Sheet

As of As of 31 December 30 June 2011 2012 2013 2014 (£ million) Assets Non-current assets Intangible assets ...... 0.1 0.4 1.0 1.1 Property, plant and equipment ...... 0.4 0.7 0.6 1.1 Deferred tax asset ...... 0.2 0.1 0.2 0.2 Total non-current assets ...... 0.7 1.2 1.8 2.4 Current assets Inventories ...... 9.7 11.4 29.7 11.4 Trade and other receivables ...... 2.3 2.1 3.9 8.1 Cash and cash equivalents ...... 1.1 0.9 0.1 14.6 Total current assets ...... 13.1 14.4 33.7 34.1 Total assets ...... 13.8 15.6 35.5 36.5 Current liabilities Borrowings ...... (5.1) (6.6) (24.2) (15.0) Trade and other payables ...... (5.6) (7.0) (10.4) (14.8) Total liabilities ...... (10.7) (13.6) (34.6) (29.8) Net assets ...... 3.1 2.0 0.9 6.7 Invested capital ...... 3.1 2.0 0.9 6.7

Combined and Consolidated Statement of Cash Flows

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Net cash inflow/(outflow) from operating activities ...... 2.5 3.8 (13.9) 1.5 24.6 Net cash outflow from investing activities ...... (6.4) (5.6) (3.2) (4.2) (0.9) Net cash inflow from financing activities ...... 2.7 1.6 7.1 2.4 — Net (decrease)/increase in cash and cash equivalents ...... (1.2) (0.2) (10.0) (0.3) 23.7 Cash and cash/(debt) equivalents at 1 January ...... 2.3 1.1 0.9 0.9 (9.1) Cash and cash/(debt) equivalents at end of the period ...... 1.1 0.9 (9.1) 0.6 14.6

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BK79101A.;17 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BK79101A.;17 mrll_0614.fmt Free: 3DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 5825

Section B—Company and any guarantor Annexes and Element Disclosure requirement WBAC KPIs(1) The following table shows a breakdown of certain of WBAC’s KPIs during the periods under review. The BCA Group acquired WBAC on 16 August 2013, and before such time, did not own WBAC.

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Vehicles sold by WBAC (thousand vehicles) ...... 82 88 122 67 79 Revenue per vehicle sold— Total (£)(2) ...... 3,249 3,373 3,596 3,548 3,721 Adjusted EBITDA (£ million)(3) 4.1 6.0 8.6 5.0 8.7 Adjusted EBITDA per vehicle sold (£)(4) ...... 50 68 70 75 111 Adjusted EBITDA margin (%)(5) ...... 1.5 2.0 2.0 2.1 3.0

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Operating profit ...... 3.1 5.2 4.5 4.7 5.2 Impairment of property, plant and equipment ...... 0.2 — — — — Restructuring costs ...... 0.1 0.2 — — — New business/start up costs ...... ——— — 0.6 Business sale costs and aborted IPO costs including management incentives ...... — — 3.6 0.1 2.6 Non-recurring items ...... 0.4 0.3 — — (0.1) Adjusted operating profit ...... 3.8 5.7 8.1 4.8 8.3 Depreciation of fixed assets ...... 0.2 0.2 0.2 0.1 0.2 Amortisation of intangible assets .... 0.1 0.1 0.3 0.1 0.2 Adjusted EBITDA ...... 4.1 6.0 8.6 5.0 8.7

(4) Adjusted EBITDA per vehicle sold is defined as Adjusted EBITDA of WBAC divided by the number of vehicles sold by WBAC in the period indicated. (5) Adjusted EBITDA margin is defined as Adjusted EBITDA of WBAC expressed as a percentage of WBAC revenue.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BK79101A.;17 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BM79101A.;106 mrll_0614.fmt Free: 715D*/1080D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 14483

Section B—Company and any guarantor Annex and Element Disclosure requirement WBAC Other Financial Data(1) Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Gross profit (£ million) ...... 9.3 12.8 16.3 8.6 13.4 Gross profit per vehicle sold (£)(2) 113 146 133 129 170 Gross profit margin (%)(3) ...... 3.5 4.3 3.7 3.6 4.6

(1) The non-financial operating data and the per vehicle financial data included in this Prospectus has been extracted without material adjustment from the management records of the BCA Group and of WBAC with respect to the periods prior to its acquisition in August 2013 and are unaudited. (2) Gross profit per vehicle sold is defined as gross profit of WBAC divided by the number of vehicles sold by WBAC in the period indicated. Following the BCA Group’s acquisition of WBAC on 16 August 2013, WBAC sells all of its vehicles through the Vehicle Remarketing Division. Prior to this date, approximately 80% of WBAC’s purchased vehicles were sold by the BCA Group, with the remainder sold by the Group’s competitors. (3) Gross profit margin is defined as gross profit of WBAC divided by revenue of WBAC in the period indicated. On 14 May 2013, the BCA Group entered into a share purchase agreement for the acquisition of 100% of the shares in the parent company of WBAC, Pennine Metals B Limited, from its founding shareholders. The acquisition completed on 16 August 2013 and the founding shareholders became shareholders of the BCA Group, responsible for managing the Vehicle Buying Division. The BCA Group announced its intention to float on the London Stock Exchange on 6 October 2014. On 21 October 2014 the BCA Group announced that it had decided not to proceed with its intended IPO due to market conditions at that time. As a consequence of the preparation for the IPO, the BCA Group incurred costs and fees of £9.3 million in the year ended 31 December 2014, with £8.7 million being incurred after 30 June 2014. Additionally, share based payment charges of £4.5 million relating to management share-based awards/plans and LTIPs were incurred in the six month period ended 30 June 2014 as a result of the vesting period being brought forward to an assumed IPO date in October 2014. Due to the deferral of the intended IPO, and resulting extension of the expected vesting period, a credit of £0.7 million will be recognised in the income statement for the period from 1 July 2014 to 31 December 2014 in respect of the share based payment charges. One off costs of approximately £2.9 million in respect of a reorganisation of operations in Europe are expected to be incurred in the six month period to 31 December 2014. Save as described above, there has been no significant change in the financial condition or operating results of the BCA Group since 30 June 2014, being the date to which the financial information in respect of the BCA Group presented in Section B of Part XIV: ‘‘Historical Financial Information’’ was prepared.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BM79101A.;106 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BM79101A.;106 mrll_0614.fmt Free: 60D*/3800D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 34568

Section B—Company and any guarantor Annex and Element Disclosure requirement Share based payment charges in WBAC of £2.7 million relating to management share-based awards/plans and LTIPs were incurred in the six month period ended 30 June 2014 as a result of the vesting period being brought forward to an assumed IPO date in October 2014. Due to the deferral of the intended IPO, and resulting extension of the expected vesting period, a credit of £0.5 million will be recognised in the income statement for the period from 1 July 2014 to 31 December 2014 in respect of the share based payment charges. Save as described above, there has been no significant change in the financial condition or operating results of WBAC since 30 June 2014, being the date to which the financial information in respect of WBAC presented in Section D of Part XIV: ‘‘Historical Financial Information’’ was prepared. There has been no significant change in the financial condition or operating results of the Haversham Group since 31 December 2014, being the date to which the financial information in respect of the Haversham Group presented in Section F of Part XIV: ‘‘Historical Financial Information’’ was prepared.

B.8 Key pro forma The pro forma net asset statement has been prepared to illustrate how financial information the acquisition of the BCA Group, the Refinancing of the BCA Group debt and the Placing might have affected the financial information of the Group had they occurred on 31 December 2014. The pro forma income statement has been prepared to illustrate how the acquisition of the BCA Group, the acquisition of WBAC, the Refinancing of the BCA Group debt and the Placing might have affected the financial information of the Group had they all occurred on 1 January 2014. The pro forma net asset and income statements have been prepared for illustrative purposes only in accordance with Annex II of the Prospectus Rules and should be read in conjunction with the notes set out below. By their nature, they address hypothetical situations and therefore do not represent the Group’s financial position as of 31 December 2014 or for the year ended 31 December 2014 (as the case may be). They may not therefore give a true picture of the Group’s financial position or results, nor are they indicative of the results that may, or may not, be expected to be achieved in the future.

B.9 Profit forecast or Profit Estimate estimate The BCA Group’s Adjusted EBITDA for the 12 months ending 31 December 2014 is expected to be not less than £80 million after adjusting operating profit to exclude depreciation and amortisation of approximately £11 million and significant and non-recurring items of approximately £47 million, principally comprising onerous lease provisions of approximately £20 million and aborted IPO costs, including management incentives, of approximately £13 million.

B.10 A description of the Not applicable. There are no qualifications to the audit report on the nature of any historical financial information. qualifications in the audit report on the historical financial information

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BM79101A.;106 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BM79101A.;106 mrll_0614.fmt Free: 520D*/1540D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 5931

Section B—Company and any guarantor Annex and Element Disclosure requirement B.11 Explanation if there Not applicable. In the opinion of the Company, after taking into is insufficient account the facilities available to the Group and the net proceeds working capital receivable by the Company from the Placing, the working capital available to the Group is sufficient for the Group’s present requirements, that is for at least the next 12 months following the date of this Prospectus.

Section C—Placing Shares Annexes and Element Disclosure requirement C.1 Type and class of The Placing comprises the placing of 685,670,000 New Ordinary Shares securities of £0.01 each (the ‘‘Placing Shares’’). The Placing Shares will represent 87.9% of the enlarged issued share capital of the Company following Admission of the Ordinary Shares to trading on the main market of the London Stock Exchange for listed securities and their admission to the Official List. The Placing Shares are being placed with certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). When admitted to trading, the Ordinary Shares will be registered with ISIN number 003P051D85 and SEDOL number 3P051D8 and will trade under the symbol BCA.

C.2 Currency of the issue The currency of the Placing Shares is pounds sterling. of securities

C.3 Issued share capital On Admission, there will be 780,247,192 Ordinary Shares of £0.01 each in issue and fully paid comprising the 25,041,670 Existing Ordinary Shares and the 755,205,522 New Ordinary Shares.

C.4 Description of the The Placing Shares will, on Admission, rank pari passu in all respects rights attaching to with the other Ordinary Shares in issue and will rank in full for all the securities dividends and other distributions thereafter declared, made or paid on the share capital of the Company.

C.5 Restrictions on the There are no restrictions on the free transferability of the Placing free transferability of Shares. the Placing Shares

C.6 Admission Applications have been made to the FCA for all of the Ordinary Shares, issued and to be issued, to be admitted to the standard listing segment of the Official List of the FCA and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. No application has been made, or is currently intended to be made, for the Ordinary Shares to be admitted to listing or trading on any other exchange. On Admission, the Ordinary Shares will be delisted from trading on AIM, a market of that name operated by London Stock Exchange.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BM79101A.;106 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BM79101A.;106 mrll_0614.fmt Free: 180D*/3620D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 11289

Section C—Placing Shares Annexes and Element Disclosure requirement C.7 Dividends and The Company’s board of directors intends to adopt a progressive dividend policy dividend policy for the Company to reflect its strong earnings potential and cash flow characteristics, while allowing it to retain sufficient capital to fund ongoing operating requirements and to invest in the Company’s long-term growth plans. From Admission onwards, the Company intends, subject to, inter alia, available distributable profits, to pay annual dividends based on a targeted dividend pay out ratio of 75% of adjusted net income. Following Admission, it is intended that the Company will implement the Capital Reduction (which is subject to Court approval) to create distributable reserves in the Company with the intention of facilitating the payment of dividends to Shareholders.

Section D—Risks Annexes and Element Disclosure requirement D.1 Key information on The Group’s business is vulnerable to fluctuations in the supply of the key risks that are vehicles to its sales platforms, including its physical auction sites, Live specific to the Online and BCA Online, which in turn depends on a variety of factors, Company or its including declines in demand in the automotive industry resulting from industry adverse macroeconomic conditions and legislative and regulatory changes. Historically, a limited number of vendors have collectively accounted for a substantial portion of the vehicles sold through the Group. The majority of the Group’s sales arrangements with its vendors are framework agreements, terminable at will, and do not guarantee the provision of a minimum number of vehicles to the Group. Accordingly, the Group cannot give any assurance that its largest vendors will continue to provide it with a supply of vehicles, or that the Group would be able to replace the volumes of vehicles provided by these vendors were they to materially decrease. If the demand for new or used vehicles decreases in the markets in which the Group operates, the volumes of, and the prices paid for, vehicles sold through the Exchange may decrease as well, which in turn could reduce the Group’s margins. A decline in demand from the Group’s buyers could be caused by a variety of factors, including adverse changes in macroeconomic conditions. The Group faces competition for both the supply of vehicles and for the buyers of those vehicles. Due to the increasing use of the Internet and other technology as remarketing and distribution channels, the Group also faces increasing competition from online wholesale and retail vehicle selling platforms (which typically operate without any meaningful physical presence), as well as from the Group’s own vendors when they sell directly to end users rather than remarket vehicles through the Exchange. Increased competition could result in price reductions, reduced margins and/or loss of market share. The Group’s business and financial performance depend on the effective operation of its information and technology systems. Problems with the reliability, availability or security of the Group’s systems and online service offerings could harm the Group’s reputation, result in a loss of buyers or vendors or necessitate additional costs.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BM79101A.;106 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BM79101A.;106 mrll_0614.fmt Free: 170D*/4800D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 62790

Section D—Risks Annexes and Element Disclosure requirement The Group is subject to taxation in multiple jurisdictions, including in the UK and continental Europe. Because of the complex interplay between the Group’s business and the various taxation regimes to which it is subject, the provision for taxes involves a significant amount of judgement and uncertainty regarding the interpretation of relevant facts and laws in the jurisdictions in which the Group operates. Changes to existing tax laws or tax reporting obligations, or the introduction of new tax laws or obligations, in any of these jurisdictions could adversely impact the Group. The Group’s future operating results are dependent, in part, on its success in implementing its strategic initiatives. The Group’s strategic initiatives are focused on expanding its vehicle remarketing operations and platforms, its Vehicle Buying Division and its buyer finance business. These initiatives will require extensive planning and management attention and entail substantial execution risk. The Group relies on the value of its brands, and the costs of maintaining and enhancing its brand awareness may increase. The Group’s brands, image and reputation constitute a significant part of its value proposition. The Group may be unable to maintain or enhance customer awareness of its brands and generate demand in a cost-effective manner, or at all.

D.3 Key information on Prior to the Placing, there has been limited public trading market in the the key risks that are Ordinary Shares. The Group cannot guarantee that an active trading specific to the market for the Ordinary Shares will develop or, if developed, can be Ordinary Shares sustained following completion of the Placing or that the market price for the Ordinary Shares will not decline below the Placing Price thereafter.

Section E—Placing Annexes and Element Disclosure requirement E.1 Net proceeds and After deducting commission and other estimated expenses incurred in expenses of the connection with the Placing of approximately £23.0 million the Placing Company expects to receive net proceeds of £1,005.5 million. E.2a Reasons for the The Company will use the net proceeds of the Placing to fund the cash Placing and use of element of the consideration for the Acquisition (approximately proceeds £711.2 million) and to repay part of the BCA Group debt (approximately £294.3 million). The Company will use the drawings under the New Facilities Agreement to repay the balance of the outstanding debt of the BCA Group (approximately £158.9 million) and for general working capital purposes. The Directors believe that the Acquisition and Admission will: • provide the Group with a supportive group of investors and the potential to access additional capital for growth; • provide the Group’s new shareholders with an attractive investment with the potential to create value; • enhance the profile of the Group in international markets; and • assist in the incentivisation and retention of key management and employees.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BM79101A.;106 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BM79101A.;106 mrll_0614.fmt Free: 980DM/0D Foot: 0D/ 0D VJ RSeq: 6 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 5222

Section E—Placing Annexes and Element Disclosure requirement E.3 Terms and conditions All Placing Shares will be subscribed at the Placing Price. of the Placing Placing Shares are only being offered to certain institutional, professional and other investors in the UK and elsewhere outside the United States in offshore transactions, as defined in, and in reliance on, Regulation S. Admission is expected to become effective, and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange, at 8.00 a.m. on 2 April 2015. The Placing is subject to the satisfaction of conditions which are customary for transactions of this type contained in the Placing Agreement, including Admission becoming effective by no later than 8.00 a.m. on 2 April 2015 (or such later date or may be determined in accordance with such agreement) and the Placing Agreement not having been terminated or failing to become unconditional and lapsing prior to Admission. None of the Placing Shares may be offered for subscription, sale or purchase or be delivered, or be subscribed, sold or delivered, and this Prospectus and any other offering material in relation to the Placing Shares may not be circulated, in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. E.4 Material interests Other than as disclosed in B.6 there are no other interests, including conflicting interests, that are material to the Placing.

E.5 Lock-ups Certain members of the Group’s management team have shareholdings in the Company as a result of the Acquisition. The Sellers have agreed pursuant to the Lock-in Deed to certain restrictions on their ability to sell, transfer and otherwise deal in their Ordinary Shares for a period of (in the case of CD&R) 3 months and in the case of the other Sellers for a period of 12 months from Admission unless otherwise consented to by Cenkos and the Company (such consent not to be unreasonably withheld or delayed), subject to certain customary exceptions. The Sellers (other than CD&R) have also undertaken that, for a further period of 6 months, any disposals of Ordinary Shares are to be conducted through Cenkos in accordance with its requirement for an orderly market. E.6 Dilution resulting The Placing Shares represent approximately 87.9% of the expected from the Placing issued share capital of the Company immediately following Admission.

E.7 Estimated expenses Not applicable. There are no commissions, fees or expenses to be charged to the charged to investors by the Company. investor by the Company

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BM79101A.;106 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BQ79101A.;21 mrll_0614.fmt Free: 200D*/240D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 62061

PART II RISK FACTORS An investment in the Ordinary Shares is subject to a number of risks. Prior to investing in the Ordinary Shares, prospective investors should consider carefully the factors and risks associated with any investment in the Ordinary Shares and the Group’s business, together with all other information contained in this Prospectus, including in particular, the risk factors described below. Prospective investors should note that the risks relating to the Group, its business and the Ordinary Shares summarised in Part I: ‘‘Summary Information’’ are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in Part I: ‘‘Summary Information’’ but also, among other things, the risks and uncertainties described below. The following is not an exhaustive list or explanation of all risks which investors may face when making an investment in the Ordinary Shares and should be used as guidance only. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively have a material adverse effect on the Group’s business, prospects, financial condition and results of operations, and if any one or a combination of these risks should occur, the price of the Ordinary Shares may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances.

RISKS RELATING TO THE GROUP’S BUSINESS The Group’s business is dependent on the supply of vehicles to the Exchange. The Group’s business is vulnerable to fluctuations in the supply of vehicles to its sales platforms, including its physical auction sites, Live Online and BCA Online (together, the ‘‘Exchange’’), which in turn depends on a variety of factors. For example, declines in demand in the automotive industry resulting from adverse macroeconomic conditions have historically adversely impacted used vehicle trade-ins to dealers, which has in turn reduced the Group’s auction volumes, as dealers represent the largest proportion of the Group’s vendors. In addition, the supply of vehicles from corporate fleets (e.g., contract hire, leasing and OEM’s captive finance companies) also can be affected by adverse economic conditions if corporate vendors reduce the size of, or delay the renewal of, their fleets during an economic downturn. OEMs have also in the past reduced the number of vehicles manufactured during periods of macroeconomic decline, which, over time, can adversely affect the number of used vehicles in the market and thus the supply of vehicles to the Exchange. Additionally, legislative and regulatory changes could adversely affect the supply of vehicles to the Exchange. For example, in the UK, the provision of vehicles by employers to employees in lieu of cash compensation benefits from preferential income tax treatment. Any changes to this tax treatment could result in a decline in the size of corporate vehicle fleets, which could reduce the number of vehicles coming to the Exchange. Furthermore, the supply of vehicles to the Group also could decrease if its vendors elect to sell their vehicles to the Group’s buyers or directly to retail buyers. If, as a result of the foregoing factors or for any other reason, the supply of vehicles to the Group declines, its business, prospects, financial condition and results of operations could be adversely affected.

The Group depends on a limited number of vendors for a substantial portion of the vehicles it sells. Historically, a limited number of vendors have collectively accounted for a substantial portion of the vehicles sold through the BCA Group. For example, in 2014, the top 30 vendors (including We Buy Any Car Limited (‘‘WBAC’’)) accounted for 79% of the vehicles sold through the BCA Group in the UK, while the top 10 vendors accounted for 46% of the vehicles sold through the BCA Group in continental Europe. The majority of the BCA Group’s sales arrangements with its vendors are framework agreements, terminable at will, and do not guarantee the provision of a minimum number of vehicles to the Group. Accordingly, the Group cannot give any assurance that its largest vendors will continue to provide it with a supply of vehicles, or that the Group would be able to replace the volumes of vehicles provided by these vendors were they to materially decrease. In addition, if one or more of the Group’s vendors’ financial condition deteriorates, or if a vendor were to restructure its operations, the Group’s loss of access to the

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vendor’s vehicles could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group’s business is vulnerable to declines in demand for new or used vehicles. If the demand for new or used vehicles decreases in the markets in which the Group operates, the volumes of, and the prices paid for, vehicles sold through the Exchange may decrease as well, which in turn could reduce the Group’s margins. A decline in demand from the Group’s buyers could be caused by a variety of factors, including adverse changes in macroeconomic conditions, such as stagnant growth, a decline in disposable income or consumer confidence and restricted access to consumer financing. High fuel prices may also disproportionately affect demand for vehicles with poor fuel-efficiency and lead to a reduction in the miles driven per vehicle, which could affect the number of vehicles sold through the Exchange. Additionally, rising interest rates may depress sales of new or used vehicles because many purchasers finance their purchases. Furthermore, adverse changes in the credit quality of the Group’s buyers, arising from macroeconomic conditions or otherwise, could also lead to lower sales, as well as increase the Group’s counterparty risk. Any reduction in demand for new or used vehicles caused by these or any other reason could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group faces competition and may not be able to successfully adapt to industry changes. The Group faces competition for both the supply of vehicles and for the buyers of those vehicles. In the UK, the Vehicle Remarketing Division’s competition has historically come from established competitors (e.g., Manheim, SMA and Aston Barclay) and new entrants, including new vehicle remarketing venues and dealer financing services. In continental Europe, the Group’s competition is fragmented, with at least one competitor in each of the markets in which the Group operates and few competitors operating across multiple markets. However, there can be no assurance that there will not be future consolidation of competition in the markets in which the Group operates. Due to the increasing use of the Internet and other technology as remarketing and distribution channels, the Group also faces increasing competition from online wholesale and retail vehicle selling platforms (which typically operate without any meaningful physical presence), as well as from the Group’s own vendors when they sell directly to end users rather than remarket vehicles through the Exchange. Increased competition could result in price reductions, reduced margins and/or loss of market share. The Vehicle Buying Division also faces competition from other vehicle buying companies both in the UK and continental Europe. The Group’s future success also depends on its ability to respond to evolving industry trends, changes in buyer and vendor requirements and new technologies. For example, one trend that the Group has recently observed is the increased use of simultaneous listings of vehicles on multiple online sales platforms in the United States. Were this trend to take hold in the markets in which the Group operates, the vehicle remarketing industry’s economics could change, and the volume of vehicles supplied to the Group as well as the Group’s overall revenue and fees per vehicle sold could decrease. Furthermore, some of the Group’s competitors may have greater financial and marketing resources, may be able to respond more quickly to evolving industry dynamics and changes in buyer and vendor requirements or may be able to devote greater resources to the development, promotion and sale of new or emerging services and technologies. If the Group is unable to compete successfully or to successfully adapt to industry changes, its business, prospects, financial condition and results of operations could be materially adversely affected.

The Group’s business is dependent on its information and technology systems, and the failure to effectively maintain, protect, develop or update these systems could result in the Group losing buyers or vendors. The Group’s business and financial performance depend on the effective operation of its information and technology systems. Substantially all of the Group’s remarketing buyers access the Group’s websites to view vehicles coming to auction prior to participating in the Group’s physical and online auctions. In addition, the Vehicle Remarketing Division relies on the operation of systems such as Live Online, the Group’s online platform that allows users to remotely bid on vehicles at the Group’s physical auctions in real time, as well as the online-only BCA Online auctions and White Label closed auctions used by OEM and corporate vendors. Furthermore, most vehicles purchased by the Vehicle Buying Division are sourced after sellers access WBAC’s online vehicle pricing quotation system to obtain a valuation of their vehicle. The Group is therefore reliant on the operation of WBAC’s online platform.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BQ79101A.;21 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BS79101A.;51 mrll_0614.fmt Free: 80D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 22311

The Group’s online services are accessed by a large number of users, often at the same time, and if user traffic increases, the Group may not be able to scale its technology to accommodate increased capacity requirements, which may result in interruptions or delays in service. The Group has experienced interruptions in its systems, including server failures, that temporarily slowed the performance of the Group’s websites or mobile applications, including the Live Online system, and the Group may experience interruptions in the future. Interruptions in these systems, whether due to system failures, computer viruses, software errors or physical or electronic break-ins, could affect the security or availability of the Group’s products and services on the Group’s websites or mobile applications and prevent or inhibit the ability of buyers and vendors to access the Group’s services. Problems with the reliability, availability or security of the Group’s systems and online service offerings could harm the Group’s reputation, result in a loss of buyers or vendors or necessitate additional costs, any of which could harm the Group’s business, prospects, financial condition and results of operations. Certain vendors, as a condition of operating through the Group, audit the Group’s information and technology systems. These audits may require significant management time to address and could result in costly changes to information and technology systems as a condition of continued operation. The loss of the supply of vehicles from a vendor or the cost of changes to the Group’s information and technology systems following an audit could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations. Robust back office systems, including auction information systems, are also critical to the Group’s ability to attract visitors to its websites, for website and mobile applications, pricing, third-party data feeds, customer service, internal and external communications, procurement, logistics, administration and financial reporting. In addition, the Group is dependent on certain third-party information and technology systems, particularly with respect to credit and fraud detection, payment processing and vehicle licensing checks. The failure or unavailability of any of these information and technology systems could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations. Most of the Group’s physical information and technology infrastructure (including servers, website hosting, database storage and wide area networks) is supplied by service providers via managed services contracts. Technical or other service problems faced by the Group’s managed service providers could adversely affect the experience of the Group’s buyers and vendors. Any financial or operational difficulties faced by the Group’s managed service providers or any of the third-party service providers with whom they contract may have adverse effects on the Group’s business, the nature and extent of which are difficult to predict. Furthermore, any disruption of the distribution channels or networks used by the Group’s mobile applications could adversely affect the ability to access or update the Group’s mobile applications, which could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations. The Group’s success also depends on its continued innovation and ability to provide features that make its websites and mobile applications user-friendly, particularly through the development of specific software and applications under a variety of new platforms and operating systems, which are generally expected by users to offer the same features or flexibility and to be as easily and intuitively operated as desktop interfaces. As technology improves and as the Group’s operations grow in size, scope and complexity, the Group will need to improve and upgrade its systems and infrastructure, which may require substantial financial, operational and technical resources. Delays or difficulties in implementing new or enhanced systems may impair the Group’s ability to provide online services to its buyers and vendors or effectively conduct its online auctions, which could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group’s inventory and vehicles held on behalf of others may be damaged by extreme weather or other events outside the Group’s control, and the insurance the Group carries may be inadequate. During the auction process, large numbers of vehicles are transported and stored by the Group in both covered and open-air facilities. The Group is liable for the vehicles it owns (substantially all of which are purchased through the Vehicle Buying Division) and, in many cases, the Group is liable for the vehicles supplied by vendors for auction through the Vehicle Remarketing Division, as well as when it collects and delivers vehicles through its logistics services. Extreme weather, such as hail storms and flooding, which has in the past damaged vehicles in the Group’s possession, or other catastrophic events (such as terrorism and large-scale accidents) may adversely affect the Group’s physical auction facilities or damage vehicles awaiting sale. This may result in an increase in costs, delay or cancellation of auction sales, any of which

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could have a material adverse impact on the Group’s revenue and profitability. The Group’s failure to meet buyers’ or vendors’ demands in such situations could adversely affect its reputation, damage relationships with both vendors and buyers and result in a loss of future business. The Group maintains insurance cover for risks including property damage, business interruption, employers and public liability, as well as for certain other claims consistent with customary practice in the industry in which it operates. However, claims not covered by the Group’s insurance or in excess of the Group’s insurance coverage may arise, such as from a natural disaster or other causes outside the Group’s control. Furthermore, the Group may be unable in future periods to obtain insurance coverage on acceptable terms, without substantial premiums increase or at all, particularly if there is deterioration in the Group’s claim experience history. A successful claim against the Group not covered by or in excess of the Group’s coverage could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group is subject to complex taxation in multiple jurisdictions, in particular relating to valued-added taxes (‘‘VAT’’). The Group is subject to taxation in multiple jurisdictions, including in the UK and continental Europe. Because of the complex interplay between the Group’s business and the various taxation regimes to which it is subject, the provision made for taxes in the accounts involves a significant amount of judgement and uncertainty regarding the interpretation of relevant facts and laws in the jurisdictions in which the Group operates. Changes to existing tax laws or tax reporting obligations, or the introduction of new tax laws or obligations, in any of these jurisdictions could adversely impact the Group’s business, prospects, financial condition and results of operations. Additionally, the Group is subject to complex laws and regulations in many countries involving VAT and other indirect taxes. In the jurisdictions in which it operates, the Group is responsible for collecting any VAT amounts due on the vehicles it sells, and the Group relies on its vendors to provide accurate and complete information relating to the VAT status of each vehicle to enable the Group to calculate the amount of any VAT due. The Group also relies on purchasers of its vehicles at auction to provide accurate information regarding their residency in order to assess appropriate treatment of VAT for sales invoices. If a vendor or buyer provides incorrect or incomplete VAT-related information, or if the Group fails to implement or fully comply with local VAT rules and regulations, the Group may be exposed to VAT claims from relevant authorities. In the ordinary course of its business, the Group is frequently subject to VAT and other tax audits by relevant authorities throughout Europe, and these audits can relate to matters that arose many years in the past. The outcome of these audits could result in additional VAT claims and/or regulatory actions against the Group, which could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group may not successfully implement its strategic initiatives. The Group’s future operating results are dependent, in part, on its success in implementing its strategic initiatives. The Group’s strategic initiatives are focused on expanding its vehicle remarketing operations and platforms, its Vehicle Buying Division and its buyer finance business. These initiatives will require extensive planning and management attention and entail substantial execution risk. For example, with respect to the Vehicle Remarketing Division, physical vehicle auctions typically require relatively large tracts of land that are situated in locations easily accessible to buyers and sellers. As the Group expands, it will need to identify and develop suitable locations, including potentially in areas in which it has not previously operated, obtain necessary policy planning and local authority permissions and hire the required staff to undertake its operations. The inability of the Group to acquire suitable locations on acceptable terms, including the inability to obtain necessary related lease funding, could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations. In addition, new online auctions and platforms will also require substantial IT support and infrastructure, and, as the Group grows, it will need to ensure its back-office IT systems are integrated across its operations. With respect to the Vehicle Buying Division, the Group’s strategy places particular importance on expanding WBAC’s operations, both across the UK and in continental Europe. However, there can be no assurance that WBAC will continue to grow in the UK, or that its business model will be adaptable or

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appropriate for continental European markets. As the Group seeks to expand WBAC into new markets, it may also need to comply with unfamiliar regulatory regimes. Furthermore the BCA Group only has exclusive use of the WBAC trademarks in Europe and Brazil but cannot use them outside of these territories, as such any expansion into new markets will be limited to these territories. In addition, because WBAC purchases vehicles and holds them as inventory until their sale (in contrast to the Group’s remarketing operations, which generally do not take title to vehicles), the expansion of WBAC’s operations may increase the Group’s cash requirements and inventory risk, thereby increasing its depreciation and impairment charges. If the Group is unable to sell the vehicles purchased by WBAC at an appropriate price, or at all, its business, prospects, financial condition and results of operations may be adversely affected. In addition, the implementation of the Group’s strategic initiatives in certain international markets may not produce the benefits achieved in other Group markets. Each new market that the Group enters will require it to address the particular economic, currency, political and regulatory risks associated with that new market, which may entail finding new partners, hiring and training new staff with local language skills and an understanding of the local market, and learning the customs and cultures of the new geography. These processes can be difficult, costly and divert management and personnel resources. Also, the expansion of the Group’s buyer finance business, an element of the Group’s operational strategy going forward, cannot be assured, both within the UK or in new markets. The inability of the Group to successfully implement its strategic initiatives could result in, among other things, the loss of clients and personnel, the loss of market share, the impairment of assets and inefficiencies from operating in new markets, any of which could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group may be unable to successfully identify and acquire or integrate future acquisitions into its business. The Group’s growth has been, in part, attributable to the acquisition of other businesses, and the Group may continue to expand its business through acquisitions and other business combinations in the future. The success of the Group’s acquisition strategy will depend on its ability to identify suitable acquisition candidates, to assess the value, strengths, weaknesses, contingent or other liabilities and potential profitability of acquisition candidates, to negotiate acceptable purchase terms, to obtain any necessary permits or approvals and to integrate the operations of such businesses, once acquired. Successful integration of future acquisitions will depend on the Group’s ability to effect any necessary changes in operations or personnel resulting from the acquisition. Acquisitions may also expose the Group to new risks, including difficulties in integrating and operating businesses in geographies that are new to the Group; difficulties integrating acquired businesses in a cost-effective manner; unforeseen legal, regulatory, contractual, employment or other issues or expenses arising out of an acquisition; potential disruptions to the Group’s on-going business caused by acquisitions, including pressure on management’s time and resources; or an acquired business’ failure to meet the Group’s expectations or business plans. The occurrence of any of these risks could have an adverse impact on the Group’s acquisition strategy and limit the Group’s growth, which could have a material adverse effect on its business, prospects, financial condition and results of operations.

The Group may not be able to protect its intellectual property rights. The Group’s intellectual property rights include proprietary technology relating to online auction systems as well as trademarks, trade secrets and copyrights. The Group’s proprietary Internet-based programs and technology have increased the relative importance of intellectual property assets to the Group’s business in recent years. The Group’s business and IT systems and other key proprietary intellectual property generally are not protected by patents or registered design rights. The Group is therefore particularly reliant on trademarks, copyright, database rights, registered domain names and the law protecting confidential information to protect its brands, technologies and databases. Although the Group has taken steps to reduce these risks, these steps may be inadequate. Effective intellectual property protection also may not be available in every country in which the Group’s products and services are distributed, deployed or made available. Any significant impairment of the Group’s intellectual property rights or any inability to protect its intellectual property rights could have an adverse effect on the Group’s business, prospects, financial condition and results of operations. The Group has limited intellectual property rights in relation to WBAC. The Group does not own intellectual property rights for jurisdictions outside of the UK, continental Europe and certain other

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specified jurisdictions, for example, it does not have rights in respect of North America, South America (other than Brazil) or China. If growth opportunities are limited in the jurisdictions where it owns its intellectual property it will be prevented from expanding into jurisdictions where it does not own the intellectual property.

The Group’s failure to prevent unauthorised access to personal data or otherwise process personal data in accordance with applicable data protection laws could result in legal liability for, and reputational harm to, the Group. The Group processes and stores personal data as part of its business, including in relation to its employees, buyers and vendors. Strict data protection laws exist in both the UK and throughout continental Europe. These data protection laws require organisations to ensure an appropriate level of security of personal data, having regard to the possibility of damage to and the nature of the data. Failure to take appropriate information security measures could result in personal data being processed in an unauthorised or potentially unlawful manner. The data protection laws to which the Group is subject could be amended in the future to impose greater obligations on data controllers. For example, forthcoming changes to the EU data protection regime, which is enforceable in individual EU member states, may be implemented through a proposed EU General Data Protection Regulation (the ‘‘GDPR’’). The proposed legislation is being agreed by the European Parliament, Council and Commission, and is expected to be adopted in 2015, with enforcement expected to commence in 2017. The GDPR will be applicable in each EU member state in which the Group operates and could potentially increase both the number and restrictive nature of the obligations binding on the Group for the collection and processing of personal data. A failure of the Group to comply with its obligations under applicable data protection laws could potentially result in the Group being issued with undertakings, enforcement notices (the failure with which to comply would be a criminal offence) and fines, as well as suffer damage to its brand and reputation, any of which could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group is subject to a variety of laws and regulations across the jurisdictions in which it operates, some of which are unsettled and still developing. The Group’s operations are subject to compliance with extensive laws and regulations, both in the UK and across continental Europe, including laws relating to vehicle brokerages and auctions, currency reporting obligations, data protection, competition, consumer protection, advertising, the Internet, property usage, money laundering, bribery and taxation. A failure to comply with these laws and regulations could result in fines, criminal sanctions, liability to third parties, licence revocation and reputational damage, which in turn could adversely affect the ability of the Group to conduct its business and its profitability. Furthermore, if laws and regulations are not enforced equally against the Group’s competitors in a particular market, the Group’s compliance with laws and regulations may put it at a competitive disadvantage vis-a-vis` non-complying competitors. Changes in laws or regulations or the adoption of new laws and regulations applicable to the Group may also increase the costs of providing services or limit the Group’s ability to expand its product and service offerings, any of which could adversely impact the Group’s business, prospects, financial condition and results of operations. More stringent laws or regulations may impose additional burdens on the Group, and it is difficult to predict the impact of new or amended laws or regulations to which the Group may become subject. There is, and will likely continue to be, an increasing number of laws, regulations and court decisions pertaining to the Internet and online commerce, which may relate to liability for information retrieved from or transmitted over the Internet. For example, in certain jurisdictions where the Group operates, local regulations impose restrictions on or prohibit credit and debit card operations in order to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. The growth and development of online commerce has also prompted calls for more stringent consumer protection laws and more aggressive enforcement efforts by regulatory authorities that may impose additional burdens on online businesses generally. Because of its relatively large physical property portfolio, the Group is also subject to the risk that it could be compelled by government authorities to sell or vacate the property on which it operates or to make significant changes to the operations and activities it undertakes to comply with changes to planning regulations. For example, the Group’s auction location in Birmingham is subject to compulsory purchase

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by the UK government in connection with the planned construction of High Speed 2, a high-speed railway between London and northern England. The Group is in discussions with relevant local authorities regarding compensation for the property and planning permissions for a replacement location. Furthermore, because of the Group’s international operations, the various regulatory regimes to which the Group is subject may conflict so that compliance with the regulatory requirements in one jurisdiction may create regulatory issues in another, thereby making compliance more difficult and increasing the costs of conducting the Group’s business. In addition, if the Group were to expand into new geographies, it could face legal, regulatory or tax requirements with which it is not familiar. Compliance with current or future laws and regulations to which the Group is subject could place significant demands on the Group’s resources, as well as subject the Group to unforeseen and potentially adverse legal, regulatory or tax consequences, which could adversely impact its business, prospects, financial condition and results of operations.

The Group’s costs could materially increase. The Group’s largest cost is payroll, driven primarily by the number of the Group’s employees and their wages and salaries. The Group competes with other service providers to recruit and retain employees. An increase in the wages and salaries necessary to attract and retain suitable employees may be necessary in the future. In addition, future legislative changes relating to the minimum wage could necessitate an increase in payroll costs. The Group also undertakes significant marketing activities, in particular for its Vehicle Buying Division, and any increase in television, radio and Internet advertising rates could increase the Group’s operating expenses. Furthermore, the Group will incur additional costs in relation to the Standard Listing. There can be no assurance that the Group’s costs will not grow at a faster rate than the Group’s revenue. If the Group is unable to pass on future cost increases to its buyers or vendors, its operating profit margin could be adversely affected.

The Group relies on the value of its brands, and the costs of maintaining and enhancing its brand awareness may increase. The Group’s brands, image and reputation constitute a significant part of its value proposition. The BCA Group’s success over the years has largely depended on its ability to develop its brands and image as a leading vehicle auction company in the UK and continental Europe. In addition, the WBAC brand in the UK and continental Europe is particularly important to the Vehicle Buying Division, and the development of the WBAC brand historically has required significant financial expenditure, particularly on marketing and advertising. The Group’s brands could be adversely affected by the actions of other companies that damage the reputation of the Group’s industry as a whole, in particular in relation to the Vehicle Buying Division, as several companies operate under names similar to WBAC’s name. As the Group seeks to expand its operations, maintaining and increasing the awareness and perceived quality of its brands and image will be important to attract and expand its buyer and vendor base. The Group uses Internet search engines, in particular Google, to generate traffic to its websites. The purchase of keywords consists of anticipating words and terms consumers will use to search on Internet search engines and then bidding on those words and terms in the applicable search engine’s auction system. Search engines, including Google, frequently update and change the logic that determines the placement and display of results of a search, such that the purchased or algorithmic placement of links to the Group’s websites can be adversely affected. The Group’s positioning on a search engine’s search results depends on algorithms designed by the search engine provider and are based on various criteria including, in particular, the historical level of traffic on the Group’s websites. As a result, if search engine providers change their search algorithms in a manner that is competitively disadvantageous to the Group, the Group’s ability to generate traffic to its websites would be harmed. The Group will continue to invest in, and devote resources to, advertising and marketing, as well as other efforts to preserve and enhance customer awareness of its brands. In particular, the Group expects to spend significant amounts on television, radio and Internet advertising to support the WBAC brand. There can be no assurance, however, that the Group’s advertising campaigns will successfully maintain or enhance customer awareness of its brands. Advertising campaigns may be ineffective and may even have adverse effects on website traffic and brand perception. Even if the Group is successful in its branding efforts, its efforts may not be cost-effective. If the Group is unable to maintain or enhance customer awareness of its brands and generate demand in a cost-effective manner, this could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BS79101A.;51 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BS79101A.;51 mrll_0614.fmt Free: 380D*/660D Foot: 0D/ 0D VJ RSeq: 6 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 10560

The Group is exposed to risks associated with currency fluctuations. The Group reports its results in pound sterling, and pound sterling is also its functional currency. However, the Group conducts operations in the UK, continental Europe and Brazil, as a result of which approximately 12% of its revenue in 2014 was denominated in currencies other than pound sterling, with the significant majority denominated in Euro. The Group’s results of operations may therefore be affected by both the transaction and translation effects of foreign currency exchange rate fluctuations when it incurs costs or earns revenue in a currency other than the pound sterling. For example, because the Group reports in pound sterling, its consolidated results would be adversely affected by the depreciation of the Euro relative to the pound sterling, as this would result in reduced Euro-denominated earnings, an effect which could increase were the Group’s European operations to expand.

Environmental, health and safety risks could adversely affect the Group’s operating results and financial condition. The Group’s Vehicle Remarketing Division operates 55 locations across the UK and continental Europe, and sold approximately 999 thousand vehicles in 2014. In addition, as of 31 December 2014, the Group operated 197 locations to support the Vehicle Buying Division. Large numbers of vehicles are stored and prepared for sale at these sites, and during that time releases of fuel, motor oil and other materials may occur. In addition, at the Group’s physical auctions, members of the public and the Group’s employees come into close contact with streams of vehicles moving to and from the auction hall. Furthermore, the Group’s employed and contracted drivers collect and deliver large numbers of vehicles across both the UK and continental Europe. Consequently, the Group’s operations are subject to various environmental and health and safety laws and regulations, including those governing the emission and discharge of pollutants into the air and water, the generation, treatment, storage and release of hazardous materials and wastes and the investigation and remediation of contamination, as well as regulations requiring adequate precautions to prevent injuries arising from collisions and impacts with vehicles moving within the Group’s locations and on public roads. The Group has incurred and may in the future incur expenditures relating to releases of hazardous materials, investigative, remedial or corrective actions, claims by third parties and other environmental issues, and such expenditures, individually or in the aggregate, could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations. The Group’s failure to comply with current or future environmental, health or safety laws or to obtain and comply with permits required under such laws, could subject the Group to significant liability or require costly investigative, remedial or corrective actions.

Senior Management is critical to the Group’s continued performance. The Group’s success is in part driven by the skills, experience and efforts of the Senior Management and by the efforts, ability and experience of key members of the Group’s management staff. The members of Senior Management have extensive experience in the industry in which the Group operates and have skills that are critical to the operation of the Group’s business, including their relationships with, and understanding of the requirements of, the relevant regulatory authorities in the industry in which the Group operates. With effect from Admission, the Group will implement policies and remuneration designed to retain and properly incentivise management; however, there can be no guarantee that the Group will be able to attract and retain qualified personnel to replace or succeed members of Senior Management or other key employees, should the need arise. The loss of services of any of the Group’s management staff could significantly weaken the Group’s management expertise and the Group’s ability to deliver its services efficiently and effectively, which could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

The Group is subject to a substantial number of non-terminable long-term leases. The Group leases the majority of its properties, primarily comprising properties in the UK, pursuant to long-term leases that expire in 2031. The Group’s aggregate annual lease for land and buildings charge was £31.0 million as of 31 December 2014. These leases do not include break clauses. As a result, if the Group ceased operations at properties which it could not subsequently sublet, it would continue to incur lease payments on these properties.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BS79101A.;51 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BS79101A.;51 mrll_0614.fmt Free: 20D*/120D Foot: 0D/ 0D VJ RSeq: 7 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 52313

Goodwill reported on the Group’s consolidated statement of financial position may be written down as a result of impairment testing. As of 30 June 2014, the goodwill recognised on the Group’s consolidated statement of financial position was £475.4 million, of which £88.3 million arose from the acquisition of WBAC and £380.2 million from the purchase of BCA by CD&R in 2010. Goodwill is recorded on the date of an acquisition and, in accordance with International Financial Reporting Standards (‘‘IFRS’’), is tested for impairment annually and whenever there is any indication of impairment. Impairment may result from, among other things, deterioration in the Group’s performance, a decline in expected future cash flows, adverse market conditions, adverse changes in applicable laws and regulations and a variety of other factors. For the year ended 31 December 2014, the Group did not recognise any impairments of goodwill. However, if the Group were to do so in future periods, this could have an adverse non-cash impact on the Group’s reported net income for the period.

RISKS RELATING TO THE ACQUISITION The Acquisition is subject to various conditions (including Shareholder approval) which may not be satisfied or waived. Completion of the Acquisition is subject to the certain conditions being satisfied (or, if permitted, waived), which in accordance with the Acquisition Agreement include: • the Resolution being duly passed without amendment; • the Acquisition Agreement becoming unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission; • the Placing Agreement becoming unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission; and • Admission taking place on 2 April 2015 or such later date as Cenkos and the Company, may agree, not being later than 17 April 2015. There is no guarantee that these (or other) conditions will be satisfied (or waived), in which case the Acquisition will not be completed. In particular, the Acquisition Agreement and the Placing Agreement are inter-conditional. If the Placing does not proceed because the Placing Agreement does not become unconditional, the Acquisition will not proceed. If the Acquisition does not complete, the Placing will not complete and Admission will not occur.

RISKS RELATING TO THE PLACING AND TO THE ORDINARY SHARES The Company will, after Admission, have a standard listing pursuant to Chapter 14 of the Listing Rules which affords a shareholder a lower level of protection than a premium listing. Application will be made for the Ordinary Shares to be admitted to listing on the Official List pursuant to Chapter 14 of the Listing Rules which sets out the requirements for standard listings. The standard listing regime provides shareholders with a lower level of regulatory protection than that afforded to shareholders in companies with a premium listing on the Official List. The Group has already put in place procedures to enable it to comply on a voluntary basis with the provisions of Chapters 7 and 9 to 13 of the Listing Rules notwithstanding that (other than Listing Rule 7.2.1 which applies to all companies admitted to the Official List) they only apply to companies which obtain a premium listing on the Official List. The Company is not, however, formally subject to such Listing Rules and will not be required to comply with them by the UK Listing Authority. The UK Listing Authority will not have the authority to monitor (and will not monitor) the Company’s voluntary compliance with any of the Listing Rules with which the Company has indicated above that it intends to comply on a voluntary basis, nor to impose sanctions in respect of any breach of such requirements by the Company.

The Placing may not result in an active or liquid market for the Ordinary Shares. The Placing Price may not be indicative of the market price for the Ordinary Shares following Admission. The Group cannot guarantee that an active trading market for the Ordinary Shares will develop or, if developed, can be sustained following the completion of the Placing, or that the market price of the Ordinary Shares will not decline below the Placing Price thereafter. The trading price of the Ordinary

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BS79101A.;51 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BS79101A.;51 mrll_0614.fmt Free: 800DM/0D Foot: 0D/ 0D VJ RSeq: 8 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 62614

Shares may be subject to wide fluctuations in responses to many factors such as stock market fluctuations, general economic conditions or changes in political sentiment that may adversely affect the market price of the Ordinary Shares, regardless of the Group’s actual performance or the conditions in the Group’s key markets. If an active trading market is not developed or maintained, the liquidity and trading price of the Ordinary Shares could be adversely affected.

The value of the Ordinary Shares may fluctuate significantly. Following the Placing, the value of the Ordinary Shares may fluctuate significantly as a result of a large number of factors, including those referred to in this Part II: ‘‘Risk Factors’’, as well as market appraisal of the Group’s strategy, the Group’s failure to meet expectations of market analysts or shareholders, cyclical fluctuations in the performance of the Group’s business or regulatory changes affecting the Group’s operations. The value of the Ordinary Shares could also be adversely affected by developments unrelated to the Group’s operating performance, such as the operating and share price performance of other companies that investors may consider comparable to the Group, speculation about the Group or its shareholders in the press or the investment community, strategic actions by competitors including acquisitions and/or restructurings, changes in market conditions and regulatory changes in countries where the Group operates.

The Company is a holding company with substantially all of its operations conducted through its subsidiaries. Its ability to pay dividends on the Ordinary Shares depends on its ability to obtain cash dividends and other cash payments or obtain loans from its subsidiaries. The Company conducts substantially all of its operations through its subsidiaries which generate substantially all of the Group’s operating income and cash flow. Because the Company has no direct operations or significant assets other than the capital stock of its subsidiaries, it relies on those entities for cash dividends, investment income, financing proceeds and other cash flows to pay dividends, if any, on the Ordinary Shares and, in the long-term, to pay other obligations at the holding company level that may arise from time to time. The ability of the Group’s subsidiaries to make payments to the Company depends largely on their financial condition and ability to generate profits. In addition, because the Group’s subsidiaries are separate and distinct legal entities, they will have no obligation to pay dividends or to lend or advance the Company funds and may be restricted from doing so by contract, including other financing arrangements, charter provisions, other shareholders or the applicable laws and regulations of the countries in which they operate. The Company cannot guarantee that its subsidiaries will generate sufficient profits and cash flows to pay dividends or lend or advance to the Company sufficient funds to enable it to meet its obligations and pay interest, expenses and dividends, if any, on the Ordinary Shares. Consequently, holders of the Ordinary Shares may not receive any return on their investment unless they sell their Ordinary Shares for a price greater than that which they paid for them. The inability of one or more of the Group’s subsidiaries to pay dividends or lend or advance funds to the Company could have a material adverse effect on the Group’s business, prospects, financial condition and results of operations.

Further issuances of Ordinary Shares may dilute the holdings of shareholders of the Company and may depress the price of the Ordinary Shares. The Company may seek to raise financing to fund future acquisitions or other growth opportunities. The Company may, for these and other purposes, issue additional equity or convertible equity securities which may dilute the holdings of shareholders of the Company. The Company has agreed not to issue Ordinary Shares or securities convertible into, or exchangeable for, Ordinary Shares for a period of 180 calendar days commencing on the date of Admission without the consent of Cenkos (such consent not to be unreasonably withheld or delayed), subject to certain customary exceptions. At the end of such 180 calendar day period, there will be no restrictions on the Company issuing Ordinary Shares other than pursuant to applicable securities laws and stock exchange policies. As a result, the Company’s then-existing shareholders would suffer dilution in their percentage ownership if such issues were not done on a pre-emptive basis.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BS79101A.;51 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BS79101A.;51 mrll_0614.fmt Free: 140D*/420D Foot: 0D/ 0D VJ RSeq: 9 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 28795

PART III IMPORTANT INFORMATION General Investors should only rely on the information in this Prospectus. No person has been authorised to give any information or to make any representations in connection with the Placing other than the information and representations contained in this Prospectus and, if any other information or representations is or are given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, or the Advisers. No representation or warranty, express or implied, is made by any of the Advisers as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Advisers as to the past, present or future. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA and paragraph 3.4.1 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription or sale made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the Placing or the Group. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. The Company will update the information provided in this Prospectus by means of a supplement hereto if a significant new factor that may affect the evaluation by prospective investors of the Placing occurs prior to Admission or if this Prospectus contains any material mistake or inaccuracy. The Prospectus and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules. If a supplement to the Prospectus is published prior to Admission, investors shall have the right to withdraw their subscriptions made prior to the publication of the supplement. Such withdrawal must be done within the time limits set out in the supplement (if any) (which shall not be shorter than two business days after publication of the supplement). The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any subscription, purchase or proposed subscription or purchase of Placing Shares. In making an investment decision, each investor must rely on his or her own examination, analysis and enquiry of the Company and the terms of the Placing, including the merits and risks involved. In connection with the Placing, each of the Advisers and any of their respective affiliates acting as an investor for its or his or her own account may retain, purchase, sell, offer to sell or otherwise deal for its or his or her own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Prospectus to the Placing Shares being offered or otherwise dealt with should be read as including any offer to, or dealing by the Advisers and any of their respective affiliates acting as an investor for its or his or her own account(s). Such persons do 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. None of the Company, the Directors or the Advisers is making any representation to any offeree or purchaser of the Placing Shares regarding the legality of an investment by such offeree or purchaser. Apart from the responsibilities and liabilities, if any, which may be imposed on the Advisers by the FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Advisers accept any responsibility or liability whatsoever for the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Group, the Placing Shares or the Placing. The Advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus or any such statement. No representation or warranty, express or implied, is made by the Advisers as to the accuracy or completeness of information contained in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Advisers.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BS79101A.;51 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BS79101A.;51 mrll_0614.fmt Free: 320DM/0D Foot: 0D/ 0D VJ RSeq: 10 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 43438

The Advisers and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company for which they would have received customary fees. Prior to making any decision as to whether to subscribe for or purchase Placing Shares, prospective investors should read this Prospectus in its entirety and should not just rely on key information or information summarised within it. In making an investment decision, prospective investors must rely upon his or her own examination of the Company and the terms of this Prospectus, including the risks involved. Investors who subscribe for or purchase Placing Shares in the Placing will be deemed to have acknowledged that: (i) they have not relied on any of the Advisers or any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied on the information contained in this Prospectus, and no person has been authorised to give any information or to make any representation concerning the Group or the Ordinary Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Directors or any of the Advisers.

Presentation of Financial Information and Non-Financial Operating Data Historical Financial Information The historical financial information in this Prospectus has been prepared in accordance with the requirements of the Prospectus Directive Regulation, the UK Listing Rules and IFRS issued by the International Accounting Standards Board (the ‘‘IASB’’) and as adopted for use in the EU. The basis of preparation is further explained in Part XII: ‘‘Operating and Financial Review—Basis of Presentation’’. The historical financial information presented in this Prospectus consists of (i) the audited consolidated historical financial information relating to the BCA Group as of and for the years ended 31 December 2011, 2012 and 2013 (the ‘‘BCA Group Annual Financial Information’’) and as of and for the six months ended 30 June 2014 (the ‘‘BCA Group Audited Interim Financial Information’’); (ii) the unaudited historical consolidated financial information relating to the BCA Group for the six months ended 30 June 2013 (the ‘‘BCA Group Audited Interim Financial Information’’ and, together with the BCA Group Annual Financial Information and the BCA Group Audited Interim Financial Information, the ‘‘BCA Group Financial Information’’); (iii) the audited combined and consolidated historical financial information relating to WBAC as of and for the years ended 31 December 2011, 2012 and 2013 (the ‘‘WBAC Annual Financial Information’’) and as of and for the six months ended 30 June 2014 (the ‘‘WBAC Audited Interim Financial Information’’); (iv) the unaudited combined and consolidated historical financial information of WBAC for the six months ended 30 June 2013 (the ‘‘WBAC Unaudited Interim Financial Information’’ and, together with the WBAC Annual Financial Information and the WBAC Audited Interim Financial Information, the ‘‘WBAC Financial Information’’) and; (v) the audited consolidated historical financial information relating to the Haversham Group as of and for the eight months ended 31 December 2014 (the ‘‘Haversham Group Financial Information’’). The BCA Group acquired the parent company of WBAC, Pennine Metals B Limited Group (excluding Cargroup Holdings LLC (‘‘Cargroup’’), which conducted its U.S. operations) on 16 August 2013. The WBAC Financial Information has been prepared on the basis that Cargroup was never part of the Pennine Metals B Limited Group and, as a result, the combined historical financial information has been prepared from applicable individual financial returns of the companies forming Pennine Metals B Limited, excluding Cargroup. The individual financial returns were prepared for consolidation purposes and have been adjusted for items previously recorded in respect of Cargroup. The WBAC Financial Information has been prepared in accordance with the requirements of the Prospectus Directive, the Listing Rules and in accordance with the basis of preparation described in Note 2 to the WBAC Financial Information of Part XIV: ‘‘Historical Financial Information’’, which describes how the combined historical financial information has been prepared in accordance with IFRS (as adopted by the European Union). IFRS does not provide for the preparation of combined historical financial information and, accordingly, in preparing WBAC’s combined historical financial information certain accounting conventions commonly used for the preparation of combined historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 (Investment Reporting Standard applicable to public reporting engagements on historical financial information) issued by the UK Auditing Practices Board have been applied.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BS79101A.;51 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BU79101A.;53 mrll_0614.fmt Free: 140D*/300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 21944

All Group 2013 operational and financial information presented in this Prospectus reflects the impact of WBAC only from its date of acquisition on 16 August 2013, save for the Group’s 2013 operational and financial information presented under the heading Part IX: ‘‘Information on the Group’’, which assumes that WBAC had been acquired on 1 January 2013. See Part XV: ‘‘Unaudited Pro Forma Financial Information’’. In addition, unless otherwise indicated, all 2013 operational and financial information presented in this Prospectus relating to WBAC on a stand-alone basis reflects WBAC’s actual results as of and for the year ended 31 December 2013.

Pro Forma Financial Information In this Prospectus, any reference to ‘‘pro forma’’ financial information is to information which has been extracted without material adjustment from the unaudited pro forma financial information contained in Part XV: ‘‘Unaudited Pro Forma Financial Information’’ (the ‘‘Pro Forma Financial Information’’). The unaudited pro forma statement of consolidated net assets contained in Part XV: ‘‘Unaudited Pro Forma Financial Information’’ includes certain adjustments in respect of the acquisition of the BCA Group, the Refinancing of the BCA Group debt and the Placing that might have affected the financial information presented had they occurred on 31 December 2014. However, the unaudited pro forma statement of consolidated net assets is not necessarily indicative of what the financial position of the Group would have been had the acquisition of the BCA Group, the Refinancing of the BCA Group debt and the Placing occurred on 31 December 2014. The unaudited pro forma income statement contained in Part XV: ‘‘Unaudited Pro Forma Financial Information’’ includes certain adjustments in respect of the acquisition of the BCA Group, the acquisition of WBAC, the Refinancing of the BCA Group debt and the Placing that might have affected the financial information presented had they occurred on 1 January 2014. However, the unaudited pro forma income statement is not necessarily indicative of what the result of the Group would have been had the acquisition of the BCA Group, the acquisition of WBAC, the Refinancing of the BCA Group debt and the Placing occurred on 1 January 2014. The pro forma net asset and income statements have been prepared for illustrative purposes only in accordance with Annex II of the Prospectus Rules and should be read in conjunction with the notes set out below. By their nature, they addresses hypothetical situations and therefore do not represent the Group’s financial position as of either 31 December 2014 or for the year ended 31 December 2014 (as the case may be). They may not therefore give a true picture of the Group’s financial position or results, nor are they indicative of the results that may, or may not, be expected to be achieved in the future.

Non-IFRS Financial Measures This Prospectus includes measures that are not defined by IFRS or any other generally accepted accounting principles, namely, Adjusted EBITDA, Adjusted EBITDA margin, cash conversion rate, net debt and free cash flow. Given that the Haversham Group has limited activities, all the non-IFRS measures referred to in this Prospectus relate to the BCA Group. The BCA Group uses these measures to assess operating performance because it believes these are important supplemental measures of such performance. Furthermore, such measures are sometimes used by investors to evaluate the efficiency of a company’s operations and its ability to employ its earnings towards repayment of debt, capital expenditures and working capital requirements. There are no generally accepted principles governing the calculation of Adjusted EBITDA, Adjusted EBITDA margin, cash conversion rate, net debt and free cash flow, and the criteria upon which they are based can vary from company to company. The BCA Group defines these measures as follows: • Adjusted EBITDA: operating profit before depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investors, losses incurred in the first year of setting up new businesses and impairment charges on property, plant and equipment, intangibles and goodwill; • Adjusted EBITDA margin: Adjusted EBITDA expressed as a percentage of revenue; • Free cash flow: Adjusted EBITDA less capital expenditure: • Cash conversion rate: Free cash flow divided by Adjusted EBITDA; and

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BU79101A.;53 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BU79101A.;53 mrll_0614.fmt Free: 860D*/1420D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 28528

• Net debt: the carrying value of the Group’s financing, including bank financing, other external loans and finance leases, net of cash and short-term deposits. Net debt excludes loans from parent undertakings, preference shares, accrued dividends, debt issue costs and payables in respect of the Group’s buyer finance business. See ‘‘Part I: Summary Information—Key Financial Information’’ for a reconciliation of Adjusted EBITDA to the BCA Group’s operating profit and for a calculation of Adjusted EBITDA margin and Cash conversion rate. This Prospectus also includes certain non-IFRS financial measures for WBAC that it has also presented for the BCA Group, although the definitions of such financial measures may not be the same as those set out above. The non-IFRS financial measures included in this Prospectus for both the BCA Group and WBAC do not alone provide a sufficient basis to compare the BCA Group’s performance with that of other companies and should not be considered in isolation or as a substitute for operating income or any other generally accepted measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity. In addition, these measures should not be used instead of, or considered as alternatives to, the BCA Group’s or WBAC’s historical financial results based on IFRS. In addition, investors should be aware that the Group may incur expenses similar to the adjustments used in its presentation of non-IFRS measures in the future, and that certain of these items could be considered recurring in nature. The presentation of the non-IFRS measures in this Prospectus should not be construed as an implication that the Group’s future results will be unaffected by unusual or non-recurring items.

Non-Financial Operating Data The non-financial operating data and the per vehicle financial data included in this Prospectus have been extracted without material adjustment from the management records of the BCA Group and of WBAC with respect to the periods prior to its acquisition by the BCA Group on 16 August 2013 and are unaudited.

Currency Presentation Unless otherwise indicated, all references in this Prospectus to ‘‘sterling’’, ‘‘pound sterling’’, ‘‘GBP’’, ‘‘£’’ or ‘‘pence’’ are to the lawful currency of the United Kingdom. The Company prepares its financial statements in pound sterling. All references to the ‘‘Euro’’ or ‘‘A’’ are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. All references to ‘‘dollars’’, ‘‘$’’ or ‘‘U.S.$’’ are to the lawful currency of the United States. The Placing Price will be stated in pence. The Company prepares its financial statements in pound sterling. Unless otherwise indicated, the financial information contained in this Prospectus has been expressed in pound sterling.

Credit ratings Credit ratings included or referred to in this Prospectus have been issued by Moody’s Investors Service Limited (‘‘Moody’s’’) and Standard & Poor’s Credit Market Services Europe Limited (‘‘Standard & Poor’s’’) each of which is established in the European Union. On 31 October 2011, both Moody’s and Standard & Poor’s were registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.

Exchange Rate Information The following table sets forth, for the periods indicated, information concerning exchange rates in pound sterling per Euro, as published by Factset. The rates set forth below are provided solely for convenience.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BU79101A.;53 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BU79101A.;53 mrll_0614.fmt Free: 60D*/240D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 22719

No representation is made that Euro could have been, or could be, converted into pound sterling at the rates indicated as of any date in this Prospectus, or at any other rate.

High Low Average Period End (E per £1.00) Year ended 31 December: 2009 ...... 1.1861 1.0451 1.1233 1.1275 2010 ...... 1.2358 1.0967 1.1663 1.1664 2011 ...... 1.2045 1.1062 1.1525 1.1987 2012 ...... 1.2857 1.1774 1.2332 1.2317 2013 ...... 1.2343 1.1433 1.1779 1.2041 2014 ...... 1.2886 1.1912 1.2409 1.2886

High Low Average Period End (E per £1.00) 2014 January ...... 1.2235 1.1984 1.2093 1.2190 February ...... 1.2231 1.2010 1.2118 1.2131 March ...... 1.2176 1.1908 1.2018 1.2099 April ...... 1.2187 1.2051 1.2126 1.2166 May...... 1.2354 1.2155 1.2263 1.2289 June ...... 1.2529 1.2291 1.2438 1.2493 July ...... 1.2673 1.2537 1.2613 1.2610 August ...... 1.2639 1.2456 1.2542 1.2639 September ...... 1.2836 1.2449 1.2646 1.2836 October ...... 1.2863 1.2493 1.2678 1.2769 November ...... 1.2798 1.2484 1.2652 1.2652 December ...... 1.2886 1.2570 1.2696 1.2886 2015 January ...... 1.3385 1.2727 1.3038 1.3309 February ...... 1.3778 1.3201 1.3494 1.3778 On 24 March 2015, the noon buying rate in pound sterling for Euro was A1.36 per £1.00.

Rounding Percentages and certain amounts in this Prospectus, including financial, statistical and operating information, have been rounded. As a result, the figures shown as totals may not be the precise sum of the figures that precede them. Percentages in tables have been rounded and accordingly may not add up to 100%.

Market, Economic and Industry Data Certain information in this Prospectus relating to the Group’s business, in particular information in Part VIII: ‘‘Market Overview’’ and Part IX: ‘‘Information on the Group’’, has been extracted without material adjustment from the publicly available report dated August 2014 (the ‘‘OC&C Report’’) made available to the Company by OC&C Strategy Consultants Limited, a global consultancy firm (‘‘OC&C’’). See Part VIII: ‘‘Market Overview’’. The Company confirms that any information extracted from third party sources has been accurately reproduced and, so far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified. Where third-party data has been used in this Prospectus, the source of such information has been identified.

Information Regarding Forward-Looking Statements Certain information contained in this Prospectus, including any information as to the Group’s strategy, market position, plans or future financial or operating performance, constitutes ‘‘forward-looking statements’’. All statements, other than statements of historical fact, are forward-looking statements. The words ‘‘believe’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘contemplate’’, ‘‘target’’, ‘‘plan’’, ‘‘intend’’, ‘‘continue’’, ‘‘budget’’,

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BU79101A.;53 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BU79101A.;53 mrll_0614.fmt Free: 80D*/240D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 48897

‘‘project’’, ‘‘aim’’, ‘‘estimate’’, ‘‘may’’, ‘‘will’’, ‘‘could’’, ‘‘should’’, ‘‘schedule’’ and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. These forward-looking statements and other statements contained in this Prospectus regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved: actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Please refer to Part II: ‘‘Risk Factors’’ for further confirmation in this regard. Prospective investors should be aware that a number of important factors could cause actual results, level of activity, performance or achievements to differ materially from the plans, objectives, expectations, estimates and intentions expressed or implied in such forward-looking statements. These factors include, but are not limited to: • increases or decreases in demand for new products and services introduced by the Group; • the Group’s ability to maintain favourable relationships with its vendors and buyers; • the effects of unanticipated interruptions in the Group’s vehicle supply; • the evolution of the new and used vehicle markets in the UK and other jurisdictions in which the Group operates; • increases in operating costs, in particular personnel and property costs; • the Group’s ability to successfully implement any of its business or financing strategies; • the effects of, and changes in, regulations and laws affecting the Group’s business; • the effects of changes in laws, regulations, taxation or accounting standards or practices; • the effects of the financial and economic crisis in Europe and globally; • litigation costs; • the Group’s indebtedness and covenants under its debt agreements; • technological changes; • the effects of competition; • the Group’s success in identifying additional risks to its businesses and managing risks associated with the aforementioned factors; and • various other factors, including those factors discussed in Part II: ‘‘Risk Factors’’. The forward-looking statements contained in this Prospectus speak only as of the date of this Prospectus. The Company, the Directors and the Advisers expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the Prospectus to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the FCA. Investors should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital in this Prospectus. Investors are cautioned that forward-looking statements are not guarantees of future performance. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Prospectus speak only as of the date of this Prospectus, reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s operations, results of operations, growth strategy, liquidity and the availability of new credit. Investors should specifically consider the factors identified in this Prospectus that could cause actual results to differ before making an investment decision. All of the forward-looking statements made in this Prospectus are qualified by these cautionary statements. Specific

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BU79101A.;53 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BU79101A.;53 mrll_0614.fmt Free: 80D*/300D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 25660

reference is made to Part II: ‘‘Risk Factors’’, Part IX: ‘‘Information on the Group’’ and Part XII: ‘‘Operating and Financial Review’’. Subject to the requirements of the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules, or applicable law, the Company explicitly disclaims any intention or obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this Prospectus that may occur due to any change in the Company’s expectations or to reflect events or circumstances after the date of it.

CONSEQUENCES OF A STANDARD LISTING APPLICATION HAS BEEN MADE FOR THE SHARES TO BE ADMITTED TO THE STANDARD LISTING SEGMENT OF THE OFFICIAL LIST. A STANDARD LISTING PROVIDES SUBSCRIBERS AND PURCHASERS OF SHARES WITH A LOWER LEVEL OF REGULATORY PROTECTION THAN THAT PROVIDED TO INVESTORS IN COMPANIES WHOSE SECURITIES ARE ADMITTED TO THE PREMIUM LISTING SEGMENT OF THE OFFICIAL LIST, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS UNDER THE LISTING RULES. IT SHOULD BE NOTED THAT NEITHER THE UK LISTING AUTHORITY NOR THE LONDON STOCK EXCHANGE WILL HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY’S COMPLIANCE WITH ANY OF THE LISTING RULES AND/OR ANY PROVISION OF THE MODEL CODE OR THOSE ASPECTS OF THE DISCLOSURE AND TRANSPARENCY RULES WHICH THE COMPANY HAS INDICATED HEREIN THAT IT INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY. The Shares will be admitted to listing on the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. The Company will comply with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules, as required by the UK Listing Authority, and intends to comply with the Premium Listing Principles as set out in Chapter 7 of the Listing Rules notwithstanding that they only apply to companies which obtain a Premium Listing on the Official List. An applicant that is applying for a Standard Listing of equity securities must comply with all the requirements listed in Chapter 2 of the Listing Rules, which specifies the requirements for listing for all securities. Where an application is made for the admission to the Official List of a class of shares, at least 25 per cent. of shares of that class must be distributed to the public in one or more EEA states. Listing Rule 14.3 sets out the continuing obligations applicable to the issuer and requires that the issuer’s listed securities must be admitted to trading on a regulated market at all times. The applicant must have a minimum number of shares of any listed class (25 per cent.) in public hands at all times in the relevant jurisdictions and must notify the FCA as soon as possible if these holdings fall below the stated level. There are a number of other continuing obligations set out in Chapter 14 of the Listing Rules that will be applicable to the Company. These include requirements as to: (a) forwarding of circulars and other documentation to the FCA for publication through the national storage mechanism, and related notification to a Regulatory Information Service; (b) the provision of contact details of appropriate persons nominated to act as a first point of contact with the FCA in relation to compliance with the Listing Rules and the Disclosure and Transparency Rules; (c) the form and content of temporary and definitive documents of title; (d) the appointment of a registrar; (e) Regulatory Information Service notification obligations in relation to a range of debt and equity capital issues; and (f) compliance with, in particular, Chapters 4, 5 (if applicable) and 6 of the Disclosure and Transparency Rules. While the Company has a Standard Listing, it is not required to comply with the provisions of, among other things: • Chapter 6 of the Listing Rules containing additional requirements for the listing of equity securities, which are only applicable for companies with a Premium Listing;

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• Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. In particular, the Company is not required to appoint a sponsor in relation to the publication of this Prospectus or Admission; • Chapter 9 of the Listing Rules containing provisions relating to transactions, including, inter alia, requirements relating to further issues of shares, the ability to issue shares at a discount in excess of 10 per cent. of market value, notifications and contents of financial information; • Chapter 10 of the Listing Rules relating to significant transactions which requires Shareholder consent for certain acquisitions. Nonetheless, the Company has adopted a significant transactions policy consistent with the provisions of Chapter 10 of the Listing Rules under which any transaction which the Board determines would be a transaction within the meaning of Chapter 10 of the Listing Rules will require Shareholder approval prior to being implemented where a relevant percentage ratio (within the meaning of the Listing Rules) is more than 25 per cent; • Chapter 11 of the Listing Rules regarding related party transactions. Nonetheless, the Company has adopted a related party transaction policy consistent with the provisions of Chapter 11 of the Listing Rules; • Chapter 12 of the Listing Rules regarding purchases by the Company of its Shares. The Company has adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2, whereby: (i) the Board intends to seek Shareholder authority annually to purchase in the market up to 10 per cent. of the Shares in issue from time to time; (ii) unless a tender offer is made to all holders of Shares, the maximum price to be paid per Share pursuant to any such purchase must not be more than the higher of (a) 105 per cent. of the average of the middle market quotations for a Share taken from the London Stock Exchange’s main market for listed securities for the five Business Days before the purchase is made; and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of purchase; and (iii) any purchase by the Company of 15 per cent. or more of its Shares at the date of the proposed offer (excluding Shares held in treasury) will be effected by way of a tender offer to all Shareholders. Under the Companies Act, where the Company proposes to purchase Shares, it can only do so out of distributable profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of financing the purchase; and • Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders. However, the Company intends to comply with the provisions of Chapter 13 of the Listing Rules on a voluntary basis. A company with a Standard Listing is not currently eligible for inclusion in any of the FTSE indices (i.e. FTSE100, FTSE250 etc.). This may mean that certain institutional investors are unable to invest in the Shares. The Directors intend to seek a Premium Listing for the Company on the Official List in due course. If such a transition were possible (and there can be no guarantee that it would be) and the Company moved to a Premium Listing, the various Listing Rules highlighted above as rules with which the Company is not required to comply would become mandatory. The UK Listing Authority will not have the authority to monitor (and will not monitor) the Company’s voluntary compliance with any of the Listing Rules with which the Company has indicated above that it intends to comply on a voluntary basis, nor to impose sanctions in respect of any breach of such requirements by the Company.

Definitions Certain terms used in this Prospectus, including all capitalised terms and certain technical and other terms, are defined and explained in Part XX: ‘‘Definitions’’.

Information Not Contained in This Prospectus No person has been authorised to give any information or make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised. Neither the delivery of this Prospectus nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BU79101A.;53 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BU79101A.;53 mrll_0614.fmt Free: 6200DM/0D Foot: 0D/ 0D VJ RSeq: 7 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 15815

the affairs of the Company since the date of this prospectus or that the information in this prospectus is correct as of any time subsequent to the date hereof.

No Incorporation of Website Information The contents of the Company’s website, any website mentioned in this Prospectus or any website directly or indirectly linked to these websites have not been verified and do not form part of this Prospectus, and investors should not rely on such information.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BU79101A.;53 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BW79101A.;34 mrll_0614.fmt Free: 320DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 21442

PART IV DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS Directors ...... Avril Palmer-Baunack (Executive Chairman) Spencer Lock (Group Managing Director) (Proposed) James Corsellis (Non-executive Director) Mark Brangstrup Watts (Non-executive Director) Company Secretary ...... Axio Capital Solutions Limited Axio House Robin Place St Helier, Jersey JE2 4LT Registered Office ...... 20 Buckingham Street London WC2N 6EF Lead Manager and Broker Joint Financial Adviser ...... Cenkos Securities plc 6.7.8. Tokenhouse Yard London EC2R 7AS Joint Financial Adviser ...... Marwyn Capital LLP 11 Buckingham Street London WC2N 6DF Joint Financial Adviser for the Acquisition and Debt Financing ...... Bank of America Merrill Lynch 2 King Edward Street London EC1A 1HQ Joint Broker ...... Zeus Capital Limited 82 King Street Manchester M2 4WQ Reporting Accountants and Auditors . PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Solicitors to the Company ...... Berwin Leighton Paisner LLP Adelaide House London Bridge London EC4R 9HA Solicitors to Cenkos Securities plc . . . Orrick, Herrington & Sutcliffe (Europe) LLP 107 Cheapside London EC2V 6DN Registrars ...... Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BW79101A.;34 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BY79101A.;55 mrll_0614.fmt Free: 5400DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 49444

PART V EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2015 Publication of this Prospectus ...... 26March General Meeting ...... 27March Admission and commencement of unconditional dealings on the London Stock 8.00a.m. on Exchange ...... 2April Completion of the Acquistion ...... 2April CREST accounts credited ...... 2April Despatch of definitive share certificates (where applicable) ...... 16April References to times are to London time. Each of the times and dates in the above timetable is subject to change without further notice.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BY79101A.;55 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BY79101A.;55 mrll_0614.fmt Free: 4400DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 53532

PART VI INDICATIVE STATISTICS

Placing Price (per Ordinary Share) ...... 150pence Number of Existing Ordinary Shares in issue ...... 25,041,670 Number of Placing Shares to be issued pursuant to the Placing(1) ...... 685,670,000 Percentage of the enlarged issued Ordinary Share capital being offered pursuant to the Placing(1) ...... 87.9% Number of Consideration Shares to be issued pursuant to the Acquisition ...... 69,535,522 Percentage of the enlarged issued Ordinary Share capital represented by the Consideration Shares(1) ...... 8.9% Number of Ordinary Shares in issue on Admission(1)(2) ...... 780,247,192 Expected market capitalisation of the Company at the Placing Price(1)(2) ...... £1,170.4 million Estimated net proceeds of the Placing(3) ...... £1,005.5 million

Notes: (1) Assuming the Placing is fully subscribed at the Placing Price. The Placing, the Acquisition and Admission are all inter- conditional and will not proceed if the Placing does not complete. (2) Assuming the Consideration Shares are issued. (3) The estimated net proceeds receivable by the Company are stated after deduction of the estimated placing commissions and other fees and expenses of the Placing (including VAT) payable by the Company, which are expected to be approximately £23.0 million.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BY79101A.;55 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]BY79101A.;55 mrll_0614.fmt Free: 3020DM/0D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 17461

PART VII REASONS FOR THE PLACING, USE OF PROCEEDS AND DIVIDEND POLICY Reasons for the Placing and Use of Proceeds The Net Proceeds of the Placing will be used to fund the cash element of the consideration for the Acquisition (approximately £711.2 million) and to repay part of the outstanding debt of the BCA Group (£294.3 million). The Company will use the drawings under the New Facilities Agreement with HSBC Bank plc to repay the balance of the outstanding debt of the BCA Group (approximately £158.9 million) and for further corporate and general working capital purposes. See Part XIX ‘‘Additional Information—Material Contracts—New Facilities Agreement’’ for a more detailed description of the terms of the New Facilities Agreement. The Directors believe that the Acquisition and Admission will: • provide the Group with a supportive group of investors and the potential to access additional capital for growth; • provide the Group’s new shareholders with an attractive investment with the potential to create value; • enhance the profile of the Group in international markets; and • assist in the incentivisation and retention of key management and employees. The Company expects to receive net proceeds of approximately £1,005.5 million (after deducting estimated commissions and expenses of the Placing (including VAT) payable by the Company, which are currently expected to be approximately £23.0 million) from the issue of the Placing Shares.

Dividend Policy The Board intends to adopt a progressive dividend policy for the Company to reflect its strong earnings potential and cash flow characteristics, while allowing it to retain sufficient capital to fund ongoing operating requirements and to invest in the Company’s long-term growth plans. From Admission onwards, the Company intends, subject to, inter alia, available distributable profits, to pay annual dividends based on a targeted dividend pay out ratio of 75% of adjusted net income. Following Admission, it is intended that the Company will implement the Capital Reduction (which is subject to Court approval) to create distributable reserves in the Company with the intention of facilitating the payment of dividends to Shareholders.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: BY79101A.;55 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]CA79101A.;26 mrll_0614.fmt Free: 2840D*/3260D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 23404

PART VIII MARKET OVERVIEW Unless indicated otherwise, the market data and statistics in this Part VIII of this Prospectus including statements of expectation and projections, have been extracted from the OC&C Report dated August 2014. To produce the OC&C Report, OC&C used available information in the public domain and certain third party sources up to June 2014 combined with information from certain of the BCA Group’s management. Additionally, OC&C carried out market interviews and a series of consumer and dealer surveys. OC&C did not have access to any market data not available either in the public domain, or from third party data sources, aside from any information provided by the BCA Group’s management. Further, OC&C’s statements of expectation and market projections as reproduced from the OC&C Report are based, inter alia, on information prior to the date of the OC&C Report, as well as estimated historic growth rates, the projection of known factors which have driven market growth and their likely future evolution. Given the high degree of fragmentation in the used car market and limited third party reporting upon which to base quantitative growth assessments, there is an inherent degree of uncertainty in such statements and projections. These projections are estimates and should be treated as such. The OC&C Report was dated August 2014 and the market data and statistics (including statements of expectation and projection) and any other information extracted from the OC&C Report which is set out in this Part VIII have not been updated or verified since such date and therefore may not reflect the current position having regard to new or additional information which may have become available.

Overview BCA operates principally in the European used vehicle market. The number of vehicles in operation across Europe (referred to in the industry as the vehicle ‘‘parc’’) is largely stable and has experienced consistent growth over time. As at 31 December 2013, there were approximately 300 million vehicles (cars and light commercial vehicles (‘‘LCVs’’)) in the European vehicle parc; growth across BCA’s top 12 markets was 1% to 2% per year from the year ended 31 December 2010 to the year ended 31 December 2013, with similar growth projected through 2017. The BCA Group is present in the UK, Germany, France, Spain, the Netherlands, Portugal, Denmark, Sweden, Italy, Switzerland, Belgium and Poland, which represented approximately 244 million vehicles at 31 December 2013, or approximately 80% of the European vehicle parc. The vehicle parc in which the BCA Group operates has grown at a 1.1% CAGR between 2010 and 2013 as a result of increases in vehicles per capita and population growth. Moving forwards, higher growth in

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CA79101A.;26 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:44 DISK131:[15ZAM1.15ZAM79101]CA79101A.;26 mrll_0614.fmt Free: 1680D*/2460D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 25606

vehicles per capita driven by GDP, was projected to support increased growth in the parc at a 1.7% CAGR between 2013 and 2017 as illustrated in Figure 1 below.

Projection

+1.7% CAGR CAGR 2009-13 2013-17P +1.1% 261 252 257 244 248 239 241 233 236 Sweden, Spain, 89 Netherlands 0.6% 1.5% 86 87 84 85 and Italy 83 83 82 82 Denmark 0.8% 1.5%

3 3 Switzerland 2.1% 2.2% 3 5 5 3 3 5 6 6 3 3 5 5 6 7 Portugal 0.1% -0.3% 3 3 5 5 6 6 6 6 4 4 6 6 6 6 6 6 6 1.5% 1.3% 6 6 Belgium 6 26 28 30 22 23 25 Poland 4.5% 6.7% 19 20 21

35 35 35 36 United Kingdom 0.8% 1.0% 33 34 34 34 34

38 39 France 0.7% 0.8% 36 37 37 37 37 38 38

44 44 45 46 46 46 47 47 48 Germany 1.2% 1.0%

2009 2010 2011 2012 2013 2014P 2015P 2016P 2017P 19FEB201512350737 Figure 1—Total Vehicle Parc Across Countries in which the BCA Group Operates (million), 2009-2017P

Source: OC&C Report Sales of new vehicles eventually translate into used vehicle transactions according to used vehicle turn. Used vehicle turn, a measure of annual turnover in the ownership of vehicles in operation, varies by geography. In markets such as the UK, parc turn is relatively high, which results in more used vehicle transactions per capita. In mainland European markets, used vehicle turn is lower, typically due to one or more of three factors: (i) vehicles are held for a longer period per person, (ii) the used vehicle market is less professionalised and (iii) the cost of second-hand vehicle transactions can be relatively high. Overall in Europe, used car turn1 has been comparatively stable over time, at approximately 14%, as illustrated in Figure 2 below. While used car sales have been relatively flat during the recession, growth was projected to recover in line with overall car parc growth. Given stable projected car turn as illustrated in Figure 2 below, there were approximately 30 million used car transactions in 2013 in the European countries in which the Group operated, reflecting a 0.4% CAGR between 2010 and 2013. Growth was projected at a 2% CAGR between

1 Defined as annual used car transactions/total car parc; vehicle turn (including LCVs) will be slightly lower.

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2013 and 2017, reaching approximately 33 million used car transactions in 2017, an increase of approximately 2 million to 3 million from 2013 volume levels.

Projection

+2% CAGR CAGR Volume Delta +0.4% 32.8 31.7 32.3 2010-13 2013-17P 2013-17P Sweden, Spain, 30.5 30.3 30.9 29.9 30.0 Netherlands -1.4% 1.4% 0.4 7.3 7.2 and Italy 7.1 7.0 1 7.4 6.9 7.2 6.9 Portugal -7.2% -0.3% 0.0 0.3 0.3 0.5 0.3 0.5 Denmark 1.5% 1.5% 0.0 0.5 0.7 0.7 0.5 0.3 0.7 0.9 0.3 0.3 0.9 0.4 0.5 0.4 0.5 0.5 0.7 0.9 Belgium -0.6% 1.3% 0.0 0.5 0.6 0.6 0.7 0.9 2.4 0.7 0.8 0.8 0.9 2.1 2.3 0.8 2.0 1.9 Switzerland 3.2% 2.2% 0.1 1.7 1.8 1.8 5.4 Poland 2.3% 6.8% 0.6 5.4 5.4 5.3 5.4 5.4 5.4 5.4 France -0.6% 0.6% 0.1

7.4 7.6 7.8 UK 0.0% 3.5% 1.0 6.8 7.0 6.8 6.8 6.7

7.3 7.3 7.4 6.4 6.8 6.9 7.1 7.1 Germany 3.3% 1.1% 0.3

Total Used Car 2010 2011 2012 2013 2014P 2015P 2016P 2017P 2.6m Turn 14.4% 14.5% 14.1% 14.1% 14.0% 14.2% 14.1% 14.1% 19FEB201512363765 Figure 2—Total Used Car Sales for Key European Geographies(2)(3) (million), 2010-2017P

Source: OC&C Report Notes: (1) Before 2011, Portugal used car sales assumed to have grown in line with Spanish trends. (2) Cars only. Including LCVs, 2013 used vehicle sales were: UK: 7.5 million, Germany: 7.3 million, France: 6.3 million. 2017 projected sales are UK: 8.7 million, Germany: 7.7 million and France: 6.5 million. (3) For all countries except UK, France and Germany, projected used car sales are based on car parc growth and assume flat used car turn. The three markets in Europe with the highest number of used car transactions (UK, Germany and France) represented an estimated 63% of the total across BCA’s top 12 markets and were the country of sale for over 90% (according to the BCA Group’s data) of the vehicles sold by the BCA Group in 2013.

The Role of Exchanges The disparate nature of vendors and buyers within the used vehicle market enables exchanges, such as that of the BCA Group, to facilitate used vehicle transactions and the efficient transfer of ownership

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throughout the vehicle lifecycle. Figure 3 below illustrates the various participants in these used vehicle flows.

19FEB201512372495 Figure 3—The Role of Exchanges

Source: OC&C Report Note: (1) Excludes wholesalers in France and Germany that play a role in the transfer of vehicles from corporate to dealer and dealers to dealers. Market participants can be broken down into the following groups: • Vendors (either consumer or corporate originated) • Consumers—private individuals looking to dispose of vehicles directly to other consumers primarily via traditional channels, such as classified advertisements • Corporate fleet (including financed vehicles)—disposal of off-lease, over age/mileage or repossessed vehicles Example: Avis, LeasePlan, Lex Autolease • Dealers—looking to move unwanted part-exchange stock or liquidate aged inventory Examples: Inchape, Pendragon • OEMs/finance companies—disposal of vehicles after corporate fleet or other ownership; also include disposal of vehicles after personal contract purchase (‘‘PCP’’) arrangements. PCP represents an alternative finance package for consumers offered by OEM/finance companies over a 12- to 48-month term Examples: Ford Finance, Volkswagen • Vehicle buying providers—consumer facing companies that seek to liquidate stock purchased directly from individuals as part of their business model Examples: WeBuyAnyCar

• Exchanges • Firms that enable originating vendors to sell used vehicles to a variety of buyers Examples: the Group, Manheim

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CA79101A.;26 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CC79101A.;18 mrll_0614.fmt Free: 330D*/540D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 20220

• Buyers • Mainly professional dealers buying used vehicles for on-sale to customers or consumers directly Examples: AvailableCar, Cargiant, Motorpoint, Vertu Motors Each set of vendors and buyers uses a variety of different channels for redistribution of used vehicles. Exchanges form a key channel through which to trade used cars by offering transparency, speed, certainty and liquidity for buyers and sellers. They form a critical part of the fleet management infrastructure for sellers by outsourcing non-core competencies and helping to extract maximum value quickly, as well as representing a significant channel for buyers due to on-market pricing and maximum choice of vehicles on the Exchange. Figure 4 below shows OC&C’s estimate, based on available market data and interviews, of the flow of used vehicles in the UK in 2013, resulting in an exchange penetration of approximately 18% in 2013. Exchange penetration varies across vendor groups, with corporate fleet penetration estimated at approximately 34%, PCP at approximately 20%, dealers at approximately 25% and vehicle buying companies typically sending nearly 100% of volumes through exchanges.

19FEB201512381848

Figure 4—Estimated Used Vehicle Flows in the UK (million), 2013

Source: OC&C Report Notes: (1) Excludes 0.1 million of net exports (not shown on this chart). (2) OC&C online UK dealer survey in 2014 of 100 dealers undertaken in connection with the preparation of the OC&C Report indicated 23% of part-exchange volumes are resold to other dealers. (3) Corporate disposals for 2013 calculated from 2012-13 delta in vehicle parc and new registrations (OC&C consensus based third party data) and an assumption on the percentage of scrapped cars that are corporate. (4) Consumer disposals for 2013 are calculated based on corporate disposals and total used car purchases (OC&C consensus based on third party data). The exchange remarketing channel is well developed in the UK (approximately 18% penetration in 2013) due to a large pool of buyers and the ability to dispose of large volumes of stock. Across mainland Europe, the largest exchange markets of Germany and France are still relatively underdeveloped (an estimated 3% and 4% exchange penetration in 2013, respectively, according to OC&C).

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CC79101A.;18 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CC79101A.;18 mrll_0614.fmt Free: 1770D*/2827D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 19682

Key European Markets—UK The UK vehicle parc comprised approximately 34 million vehicles at 31 December 2013 and was expected to grow by a CAGR of 1% between 2013 and 2017. There were 7.5 million (6.8 million excluding LCVs) used vehicle transactions in 2013, which were projected to grow by an estimated 1.1 million transactions by 2017, representing a CAGR of 3.5% between 2013 and 2017. Out of a total flow of 7.5 million used vehicle sales in the UK in 2013, vehicle exchanges were estimated by OC&C to have facilitated 1.4 million transactions, reflecting exchange used vehicle penetration of approximately 18%.

19FEB201512390686

Figure 5—UK: Exchange Market Growth, 2008-17P Base Case (million (approximate))

Source: OC&C Report Note: PCP and vehicle buying are also impacted by the recovery in consumer disposals The number of vehicles flowing through the UK’s exchanges was projected to grow in OC&C’s base case by approximately 330,000 units between 2013 and 2017 (a CAGR of 5.5%). There are four drivers of the forecasted growth which are structural or highly visible in nature: 1. Normalisation of corporate disposals was projected in OC&C’s base case to contribute an additional volume of approximately 120,000 used vehicle sales into UK exchanges by 2017. As illustrated by Figure 6 below, the increase was expected to be driven by the normalisation of holding periods of corporate fleets, as well as the growth in new corporate registrations, which together were expected to filter through the disposal market over approximately the next three to four years, due to the time lag effect. The combined effect of these two drivers should increase corporate disposals by approximately 200,000 units. Additionally, exchanges in the UK were projected to increase their overall penetration

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CC79101A.;18 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CC79101A.;18 mrll_0614.fmt Free: 2313D*/3049D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 7243

of corporate disposals from 34% to 37% according to OC&C. The combined impact of these factors was projected to result in an increase of 120,000 units through UK exchanges by 2017.

Average estimated holding period stabilised and showing signs of decline (months1) 44 42

0 19FEB201512400988 2010 2011 2012 2013 2014 BCA internal data 19FEB201512405618

19FEB201512413602 Figure 6—Corporate Disposals (million)

Source:OC&C Report Notes: (1) Age of Exchange vehicles from contract lease/hire, rolling three month average (2) Includes stable volume of repossessions (approximately 100 thousand per year)

2. Recovery of consumer disposals was projected in OC&C’s base case to contribute an additional volume of approximately 50,000 into UK exchanges by 2017. Exchanges were expected to continue to benefit from the recovery of the consumer market, resulting in an increase in dealer part-exchanges flowing to the UK exchanges. Furthermore, average vehicle holding periods were expected to return to pre-crisis levels, leading to more used vehicle transactions per annum. As illustrated by Figure 7 below, OC&C projected the combination of these two drivers to increase part-exchange volumes from dealers by approximately 200,000 units by 2017, with UK exchanges projected to maintain a 25% penetration

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CC79101A.;18 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CC79101A.;18 mrll_0614.fmt Free: 1831D /1950D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 14890

rate according to OC&C, which was expected to result in an additional 50,000 units flowing through the UK exchanges.

Estimated growth in consumer vehicle parc (m) Reduction in holding period for consumer vehicles

31.1 1, 2 30.8 23.3% Turn rate estimates 22.9%23.1% 30.6 22.6% 22.4% 30.3 29.9 21.3% 21.7% 29.6 21.0% 29.3 29.4 20.3% 28.9 29.1 29.1 19.9%19.8%19.8% 28.5 P P P P 2014 2015 2016 2017 2006 2007 2008 2009 2010 2011 2012 2013 2010 2012 2013 2006 2007 2008 2009 2011 19FEB201512425561 2015P 2016P 2014P 19FEB2015124334132017P

19FEB201512441243 Figure 7—Consumer Disposals (million)

Source: OC&C Report Notes: (1) Some increase in turn rate due to shorter holding period for PCP financed cars (2-3 years vs 3-4 years for a typical consumer disposal) and underlying market conditions. (2) Defined as increased volume of cars sold (including new) as percentage of total car parc. The increase in turn rate is the result of all four drivers discussed in ‘‘—Key European Markets—UK’’, not recovery of consumer disposals only. 3. Growth in PCP volumes was projected in OC&C’s base case to contribute an additional volume of approximately 80,000 into UK exchanges by 2017. PCP is becoming the most common format of new consumer vehicle financing, having accounted for 53% of new consumer sales in 2013. This is a structural change as it diverts vehicles from low users of the Exchange (i.e., consumers) into higher users of the Exchange (i.e. corporate fleets/OEMs/dealers). The growth in new vehicle sales with PCP was projected by OC&C to translate into an additional 400,000 units being disposed by corporates (finance companies) by 2017. As illustrated by Figure 8 below, at the end of the PCP term, OC&C projected that 10% of PCP vehicles will be sold to and therefore kept by consumers, 70% will be taken by dealers and the remaining 20% will be returned to the financing company. Exchanges were

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CC79101A.;18 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CC79101A.;18 mrll_0614.fmt Free: 243D*/300D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 47896

projected to receive on average 20% of PCP vehicles not purchased by consumers, which would represent an additional 80,000 units into UK exchanges by 2017.

PCP volumes are constantly increasing

% New vehicles Projection 64% sold to consumers 59% 53% 45% 37%

27%

2010 2011 2012 2013 2014P19FEB201512445479 2015P

20% of PCP vehicles are expected to flow through exchanges

Corporate/Fleet 34% OEM/Rental via Exchange Lessee Fleet User/ Fleet

20% Financer/OEM PCP 20% PCP 70% Dealers via Exchange Dealers Consumer Exchange

Vehicle buying

Dealers 15% via Exchange Consumer 19FEB201512453707

19FEB201512461589 Figure 8—PCP Dynamics

Source: OC&C Report Notes: (1) Excludes LCVs (2) Includes estimated LCVs volumes, based on an average PCP life of 2.5 years as per OC&C analysis

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CC79101A.;18 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CC79101A.;18 mrll_0614.fmt Free: 1090DM/0D Foot: 0D/ 0D VJ RSeq: 6 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 49918

4. Growth in vehicle buying services was projected in OC&C’s base case to contribute an additional volume of approximately 80,000 into UK exchanges by 2017. Vehicle buying services are relatively new, but are a fast growing channel as consumer affinity increases (approximately 24% of consumers would consider vehicle buying services on their next car disposal, according to an OC&C online survey of 1,015 consumers undertaken for this report). The growth in vehicle buying services is also a structural change as it moves volume from low-users of the Exchange (i.e., consumers) into very high-users of the Exchange, as vehicle buying services typically utilise exchanges for up to 100% of their disposals. As a base case, vehicle buying was projected by OC&C to increase its penetration of consumer disposals from an estimated 2% in 2013 to 3% by 2017, which would translate into an additional 80,000 units flowing to UK exchanges as illustrated by the charts below.

Consideration of consumer disposal channels in UK Estimated vehicle buying market evolution, 2010-17P1

% of respondents k vehicles Survey questions

“What options did you consider when selling your Upside Case +24% pa most recent personal car?” 24 320 Forecast +190k +20% 2 5% Penetration of “What options will you consider when selling your Consumer Disposals 280 personal car?” 20 18 +17.8% 240 Base Case +12% pa +80k 3% Penetration of 13 200 Consumer Disposals WBAC H1 2014 YoY growth Downside Case +4% pa 160 +20k 2% Penetration of Consumer Disposals 120 4

40 Disposal > 5 Years 2-5 Years 1-2 Years Past 12 Will Consider datee Ago Ago Ago Months in Future 0 Sample 2011 2012 2013 2014P 2015P 2016P 2017P n=140 n=369 n=222 n=224 n=1,015 sizee 19FEB201512465355 Figure 9—Consumer Disposal Channels

Source: OC&C Report Note: (1) Interpolated between 2010 and 2013 based on WBAC volume growth and Group Estimates

Key European Markets—Germany There were approximately 46 million vehicles (cars and LCVs) in the German vehicle parc as at 31 December 2013, and it was projected to grow by a CAGR of 1.0% between 2013 and 2017. There were approximately 7.3 million (7.1 million excluding LCVs) used vehicle transactions in 2013, which was projected to grow in line with the vehicle parc at a CAGR of approximately 1.1% between 2013 and 2017. The German exchanges are relatively underdeveloped and captured only approximately 215,000 transactions in 2013 according to an OC&C estimate, out of approximately 7.3 million used vehicle transactions, a penetration rate of approximately 3% (compared to approximately 18% in the UK). Used vehicle exchange penetration was estimated to have grown from 2.5% in 2010 to 3% in 2013. As a result of increasing penetration and market growth, exchange volumes in Germany have grown from approximately 170,000 in 2010 to approximately 215,000 in 2013 (CAGR of 7%). The volumes were projected to reach approximately 290,000 by 2017 in OC&C’s base case (CAGR of 8%), with an increased penetration of exchanges from 3% in 2013 to 4% by 2017.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CC79101A.;18 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CE79101A.;24 mrll_0614.fmt Free: 234D*/240D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 47700

19FEB201512473245 Figure 10—Germany: Exchange Market Growth, 2010-17P Base Case (million (approximate))

Source: OC&C Report The following drivers underlie the projected volume growth of approximately 75,000 units between 2013 and 2017: 1. Increased volume from corporate vendors was projected in OC&C’s base case to contribute an additional approximately 20,000 units to German exchanges by 2017. In recent years corporate fleets have grown slowly, which was expected to feed into only modest growth of 5,000 disposals into German exchanges by 2017 according to OC&C. OEM and other large corporates (e.g., fleet) are beginning to outsource their remarketing, often through a closed exchange, which was projected to result in an increase in exchange penetration from approximately 5-6% to 6% between 2013 and 2017 for corporate vendors. The increase in penetration was projected to result in approximately 15,000 additional units flowing to German exchanges by 2017. The German exchange market however remains under-penetrated for corporate disposals, compared to the UK’s estimated 34% penetration level in 2013. 2. Increased volume from dealers was projected in OC&C’s base case to contribute approximately 20,000 additional units to German exchanges by 2017. The vehicle parc growth and stable turn rate (in line with historic levels) were projected to result in disposals of used vehicles increasing by 1% per annum. Since exchanges provide transparency, availability, liquidity and speed, forecasts indicated that the market is migrating towards using exchanges as dealers will move away from wholesale channels. This is supported by a 2014 OC&C online survey of 100 German dealers, which found that approximately 50% of dealers were expected to increase disposal or sourcing through exchanges either ‘moderately’ or ‘significantly’ while only 0-5% of dealers expect the use of exchanges to fall. The increase in the use of exchanges in Germany was projected to grow exchange penetration of dealer part-exchange volume from 3% in 2013 to 4% in 2017. The German exchanges remain under-penetrated for dealer part-exchanges when compared to the UK’s estimated 25% penetration level in 2013. 3. Vehicle buying services were projected in OC&C’s base case to contribute approximately 35,000 additional units to German exchanges by 2017. The current volume from vehicle buying services is low compared to the UK. However, there was potential for growth based on a 2014 OC&C online survey of 1,006 German consumers, which indicated that 32% of respondents would consider using vehicle buying services. Vehicle buying services were projected in OC&C’s base case to reach 1% of the consumer market by 2017, compared to approximately 2% penetration in the UK market in 2013. 4. PCP was not projected to contribute significant volumes to German exchanges by 2017 in OC&C’s base case. PCP-type finance models exist in Germany (‘‘3-wege’’ financing) and they are relatively well developed by the major OEMs (approximately 40% of consumer sales). However, penetration was not projected to change significantly as is the case in the UK by 2017. Future growth in PCP volumes

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would filter through to exchanges only after 2017 due to the holding periods of the vehicles under PCP contracts.

Key European Markets—France There were 37 million vehicles in the French vehicle parc in 2013, and it was expected to grow by a CAGR of 0.8% between 2013 and 2017. There were approximately 6.0 million (5.3 million excluding LCVs) used vehicle transactions in France in 2013, which were projected to grow at a CAGR of approximately 0.6% between 2013 and 2017. The French exchanges are also relatively underdeveloped, capturing an estimated 240,000 transactions in 2013 according to OC&C, out of approximately 6.0 million used vehicle transactions, a penetration of approximately 4% (compared to approximately 18% in the UK). Used vehicle exchange penetration has grown from an estimated 2.5% in 2010 to 4% in 2013. As a result of this and underlying market growth, volumes of used vehicle sales through exchanges in France were calculated to have grown from 160,000 to 240,000 units between 2010 and 2013 (CAGR of 16%). The volumes of used vehicle sales through exchanges were projected in OC&C’s base case to reach approximately 320,000 units by 2017 (CAGR of 7%), with an increased penetration of the exchanges from 4% at 2013 to 5% by 2017.

19FEB201512480800 Figure 11—France: Exchange Market Growth, 2010-17P Base Case (million (approximate))

Source: OC&C Report The following key drivers underpin the estimated volume growth of approximately 80,000 into French exchanges between 2013 and 2017: 1. Increased volume from corporate vendors were projected in OC&C’s base case to contribute an additional volume of approximately 35,000 units to French exchanges by 2017. Although disposals from corporate vendors were expected to remain flat, OEMs and other large vendor groups (e.g., fleet) are beginning to outsource their remarketing efforts, which is expected to drive exchange volume increases. As a result corporate exchange penetration was projected to increase between 2013 and 2017. This increase was projected by OC&C to deliver approximately 35,000 units incrementally by 2017 into exchanges in France. 2. Increased volume from dealers was projected in OC&C’s base case to contribute an additional volume of approximately 30,000 units to French exchanges by 2017. The part-exchange volumes were expected to grow as a result of a growing parc and stable turn rate. Anecdotal evidence also suggested increased future usage by dealers of the exchange, as they put more focus on used vehicles, and experience professionalisation of the used car market. Based on a 2014 OC&C online survey of 100 French dealers, approximately 40% of dealers in France were expecting to increase their usage of exchanges either ‘moderately’ or ‘significantly’ as opposed to approximately 13% who expected their usage to fall. The dealer market will, however, remain under-penetrated compared to the UK’s estimated 25% penetration rate in 2013.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CE79101A.;24 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CE79101A.;24 mrll_0614.fmt Free: 2060D*/2519D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 13313

3. Vehicle buying services were projected in OC&C’s base case to contribute an additional volume of approximately 15,000 vehicles to French exchanges by 2017. Vehicle buying services are still relatively nascent in France; however, vehicle buying was projected to reach 0.7% of consumer market by 2017 (compared with approximately 2% penetration in the UK in 2013). 4. PCP was not projected to contribute significant volumes to French exchanges by 2017. PCP-type finance models exist in France, but currently account for just under 20% of consumer sales. Given slow historical growth, this is not expected to contribute additional volumes to the exchange. However, the potential for growth in this segment remains.

Growth Potential Scenarios Post-2017 Available headroom suggests that increased penetration of vehicle exchange in European markets and penetration of vehicle buying services across the region could fuel volume growth beyond 2017. A series of scenarios are discussed, but given these are scenarios, alternative outcomes are possible. Under a scenario where penetration rates continue or accelerate in the UK, OC&C suggested that volumes could grow beyond 2017 by 0.6 million to 1.2 million vehicles per annum to a level of 2.3 million to 2.9 million per year in the long term. As a scenario, this level of growth would require 40% to 50% penetration of fleet disposal, 75% to 85% penetration of all dealer disposals and increased penetration in vehicle buying services from 2% to between 5% and 10%. Under a scenario where penetration rates continue or accelerate in Germany, OC&C suggested that volumes could grow beyond 2017 by 0.4 million to 0.6 million to approximately 0.7 to 0.8 million per year in the long term. As a scenario, this level of growth would require increased penetration of used vehicle transactions (to half of UK levels) of 9% from 3%, greater control of OEMs over franchise and vehicle markets and increased penetration in vehicle buying services to 2% (in line with the UK levels in 2013). Under a scenario where penetration rates continue or accelerate in France, OC&C suggested that volumes could grow beyond 2017 by 0.3 million to 0.4 million vehicles per annum to a level of 0.6 million to 0.7 million per year in the long term. As a scenario, this level of growth would also require increased penetration of used vehicle transactions (to half of UK levels) of 9% from 4%, greater control of OEMs over franchise and vehicle markets and increased penetration in vehicle buying services to 2% (in line with the UK levels in 2013).

Competitive Landscape As illustrated by the chart below, the Group is the clear market leader in Europe, with 2013 volumes of 909,000 according to Group data, which was over two times larger than the closest competitor (Manheim) as estimated by OC&C and the Group. The industry remains relatively fragmented and is composed of a large number of small regional or niche operators offering a limited range of services. Manheim Europe is the only pan-European competitor of scale; however, its operations are substantially smaller than those of the Group and are limited to fewer geographies. The Group’s size and leading position is important as it reinforces the effectiveness of the Exchange by attracting more buyers, and therefore more liquidity, which in turn attracts more vendors, and therefore, more stock.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CE79101A.;24 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CE79101A.;24 mrll_0614.fmt Free: 81D*/300D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 5697

2.3-2.7x

909

c.330-400

c.140-160

c.60-90 c.50-100 c.45-55 c.50 c.50 c.30 c.25

SMA A&M Aston Barclay Autorola Wilsons Central VP Auto19FEB201512484463 FLAG Figure 12—Top European Vehicle Exchanges by Estimated Volume (thousand vehicles sold), 2013

Source: OC&C Report The BCA Group holds (in 2013) a leadership position across Europe and in each of the six countries shown in the chart below. It also holds the leading position in the vehicle buying space in the UK through WBAC.

19FEB201512491782 Figure 13—Estimated Bottom Up Market Size and Competitor Shares (thousand vehicles sold), 2013

Source: OC&C Report Notes: (1) Number of transactions (thousand) (2) Based on net revenues in France given lack of competitor volume data; assumes average unit price is the same across competitors. Scale improves the efficiency and subsequently drives better returns compared to the competition. In 2013, the Group’s UK volume was approximately 1.7 times higher than the closest competitor (Manheim), with approximately two times higher revenues and approximately three times higher EBITDA, according to Group data.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CE79101A.;24 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CE79101A.;24 mrll_0614.fmt Free: 2932DM/0D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 63767

Market leadership also helps the BCA Group move faster than the competition, leading to a faster growth rate for the business. Overall, the Group’s scale and market leading position has allowed it to grow faster than the market. According to OC&C, the exchange market in the top three countries (UK, Germany and France) grew by an estimated CAGR of 3.4% between 2010 and 2013, while the Group grew by a 3.9% CAGR in the same period, according to Group data, as illustrated in Figure 14 below.

(million vehicles) UK DE FR

0.9% 1.9% CAGR CAGR 0.9% 0.9% 1.0% CAGR CAGR 6.0% CAGR CAGR 122.3 20.7 117.8 114.7 19.2 18.6 3.4% CAGR 2.3

1.9 1.7

3.9% CAGR

0.8

0.7

2010 2013 2017P 2010 2013 2017P 2010 2013 2017P 2010 2013 Vehicle parc Used car transactions1 Exchanges 19FEB201512494807 Figure 14—BCA Growth Compared to Estimated Market Growth, Million Vehicles

Source: OC&C Report Note: (1) Excludes LCVs

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PART IX INFORMATION ON THE GROUP Investors should read this Part IX of this Prospectus in conjunction with the more detailed information contained in this Prospectus, including the financial and other information appearing in Part XII: ‘‘Operating and Financial Review’’ and in respect of information sourced from the OC&C Report in conjunction with the preamble to Part VII: ‘‘Market Overview’’, which shall be deemed to apply to such information. Where stated, financial and operating information in this Part IX of this Prospectus has been extracted from Part VIII: ‘‘Market Overview’’ and Part XIV: ‘‘Historical Financial Information’’, provided that in order to assist comparability between periods, all Group 2013 operating information presented in this Part IX assumes that WBAC had been acquired on 1 January 2013.

Overview The BCA Group owns and operates Europe’s largest used vehicle marketplace, both in terms of the number of vehicles sold and revenue, as well as the UK’s market-leading provider of vehicle buying services, WBAC. Together, this allows the BCA Group to provide an efficient and effective mechanism to facilitate the exchange of used vehicles that matches the complex requirements of both vendors (sellers) and buyers of used vehicles who participate in the Exchange. The BCA Group’s business is operated through two divisions: the Vehicle Remarketing Division and the Vehicle Buying Division. • The Vehicle Remarketing Division: As the operator of Europe’s largest used vehicle marketplace, the Vehicle Remarketing Division facilitates the exchange of used vehicles between vendors and buyers through both physical and online auctions across 12 countries in Europe, as well as through a joint venture in Brazil. Trading under the BCA brand name, the Vehicle Remarketing Division operates in 55 locations across its geographic footprint through which, together with its online auction platforms, it sold 831 thousand, 852 thousand, 909 thousand and 510 thousand vehicles in 2011, 2012 and 2013, and in the six months ended 30 June 2014, respectively. The Vehicle Remarketing Division generally does not take title to the vehicles that it sells, instead generating revenue through transaction fees, as well as fees generated through a suite of value-added digital and physical pre- and post-auction services, such as inspection, logistics, appraisal, repair, valet and buyer finance services. In 2013 and the six months ended 30 June 2014, the Vehicle Remarketing Division accounted for 100% of the vehicles sold through the BCA Group, and generated £293.5 million and £165.6 million of revenue and £61.7 million and £36.4 million of Adjusted EBITDA, respectively. • The Vehicle Buying Division: The BCA Group operates its Vehicle Buying Division through WBAC, which it acquired in August 2013. Leveraging its proprietary online pricing quotation system and rapid physical sale process, WBAC purchases used vehicles direct from the public in the UK and the Netherlands, which it then disposes exclusively1 through the Vehicle Remarketing Division. The Vehicle Buying Division operated in 197 locations as of 31 December 2014, and in 2013 and the six months ended 30 June 2014 accounted for 110 thousand and 79 thousand, respectively, of the vehicles sold by the Vehicle Remarketing Division in the UK. The Vehicle Buying Division generates revenue from the sale through the Vehicle Remarketing Division of vehicles purchased from members of the public. In 2013 (from 16 August 2013, the date of WBAC’s acquisition by the Group) and in the six months ended 30 June 2014, the Vehicle Buying Division contributed £148.8 million and £292.8 million respectively of revenue and £3.3 million and £8.7 million of Adjusted EBITDA, respectively. In addition to its two divisions, for segmental reporting purposes the BCA Group also incurs certain central costs. These include the costs of the BCA Group’s executive board and other central costs where allocation to the two divisions is deemed to be impractical. In the year ended 31 December 2013 and in the six months ended 30 June 2014, such central costs were £2.5 million and £1.7 million, respectively. In the year ended 31 December 2013 and in the six months ended 30 June 2014, the BCA Group’s revenue was £442.3 million and £458.4 million respectively and its Adjusted EBITDA was £62.5 million and £43.4 million, respectively.

1 This exclusivity commenced shortly after the acquisition of WBAC in August 2013. Prior to that, approximately 80% of WBAC’s purchased vehicles were sold by the Group, with the remainder sold by the Group’s competitors.

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History The following is an outline of the principal historical milestones of the BCA Group. • The BCA Group was founded in 1946 as Southern Counties Car Auctions. • In 1987, the BCA Group was acquired by the security company ADT, which separated a then-existing U.S. business and re-branded the BCA Group’s continental European operations as ADT Auctions. • Following the acquisition by ADT, the Group significantly expanded into continental Europe, establishing operations between 1989 and 2003 in Austria (which ceased operating in 2013), Belgium, Denmark, France, Germany, Netherlands, Poland, Portugal, Spain and Sweden. • In 1996, ADT sold the BCA Group to private individual investors, who held the BCA Group until 2006. The BCA Group was re-named BCA in 1997. • In 2006, funds managed and advised by Montagu Private Equity acquired the BCA Group, and thereafter sold it to one of the Selling Shareholders, CD&R, in February 2010. • Under CD&R’s ownership, the BCA Group has continued its international growth, acquiring Fleetselect, a Dutch online auction company in 2013, as well as entering Brazil by acquiring a 25% interest in a joint venture with a local partner. In addition, since 2010 the BCA Group has made several bolt-on acquisitions to complement its existing business, such as the acquisition in 2010 of Fleet Control Monitor, a web-based European automotive inventory management software provider, and of NKL Automotive, a UK-based logistics company, in 2013. The BCA Group further expanded its business into Italy and Switzerland in 2010 and 2011, respectively. • In August 2013, the BCA Group acquired the parent company of WBAC, Pennine Metals B Limited (excluding Cargroup), from its founding shareholders, who are now shareholders of the BCA Group and manage the Vehicle Buying Division. Founded in the UK in 2006, WBAC historically was a significant vendor to the BCA Group. The BCA Group’s acquisition of WBAC allowed it to fully capture WBAC’s supply of purchased vehicles and create direct access to the consumer market as suppliers to the Exchange. In 2014, WBAC launched its business in the Netherlands and as of 30 June 2014 operated through 10 physical locations across the country.

Key Strengths The Directors believe that, by virtue of the key strengths described below, the BCA Group is well-positioned to benefit from favourable trends in the used vehicle exchange market.

#1 European used vehicle marketplace Through the Vehicle Remarketing Division, the BCA Group owns and operates Europe’s largest used vehicle marketplace, both in terms of vehicle volumes sold and revenue. The Group’s leading pan-European presence and market position provides scale which is key to creating liquidity for the Exchange and furthermore offers numerous cross-border opportunities for international growth. The BCA Group is the most prominent pan-European used vehicle marketplace operator, with a track record of successful growth in the UK and geographic expansion and growth in continental European markets. The BCA Group is the market-leading vehicle exchange operator in the majority of the markets in which it operates in Europe, and in 2013 had an estimated 46% market share in the UK, a 58% market share in Germany and a 34% market share in France, according to estimates by OC&C. By volumes of vehicles sold, the BCA Group is estimated to be over twice as large as its nearest competitor in the continental European vehicle exchange market. This market-leading position and scale, built upon the Vehicle Remarketing Division’s locations across 13 countries, together with online auction platforms, means that the BCA Group is seen as the ‘‘go-to’’ marketplace with the largest share of transactions offering the highest liquidity to vendors and buyers. These attributes mean that the BCA Group can continuously meet the requirements of both professional vendors and buyers, including improved value, liquidity, efficiency and choice, and are a key part of the reason that more than 55 thousand buyers use the Exchange each year.

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#1 vehicle buying service in the UK The Vehicle Buying Division, through WBAC, has created a third disposal channel for consumers, alongside the more traditional routes of selling direct to other consumers and trade-ins to (or part-exchanges with) dealers, by offering consumers the chance to sell vehicles in an efficient, transparent and value-attractive way. As of 31 December 2014, WBAC operated through 197 sites situated across the UK and the Netherlands and had the largest presence of any vehicle buying service provider in the UK, capturing approximately 80% market share, according to an estimate by OC&C based on web traffic and publicly available reported information. WBAC is also being rolled out into Germany in the first half of 2015. This, combined with its highly effective and efficient online pricing quotation system and strong brand, has led to the Vehicle Buying Division, through WBAC, having the leading market share in the UK among vehicle buying services.

Complementary, growth enhancing business models The Vehicle Buying Division creates a highly complementary and enhancing growth engine to that of the Vehicle Remarketing Division. Through WBAC, the BCA Group has the ability to purchase a greater volume and variety of vehicles from consumers, which directly helps supply the Exchange. The Vehicle Buying Division provides significant volumes to the Vehicle Remarketing Division, having accounted for 15% of the vehicles sold through the Exchange in 2014. In addition, the Exchange provides WBAC with liquidity. This synergistic model, which leverages WBAC’s market share within the framework of the Group’s wider marketplace, creates a platform which the Directors believe would be very difficult to replicate.

Compelling, essential service proposition for buyers and vendors The professional used vehicle market is based on professional vendors needing to sell a large number of vehicles every year in an expedited fashion and professional buyers (largely dealers) needing to acquire vehicles to enable them to trade. The used vehicle marketplace includes a highly fragmented buyer universe and complex remarketing process, incorporating vendors and buyers with disparate requirements and priorities. For instance, the key priorities for vendors of used vehicles often centre on value maximisation, transaction efficiency, consistency of pricing and certainty of sale. Buyers require a combination of a sufficiently sized market to offer requisite choice, transparency on-market pricing, speed and efficiency. Both vendors and buyers have varying requirements for additional services such as transport, inspection, preparation and financing. Consequently, professional used vehicle remarketing is highly sophisticated, with auctions providing the most efficient marketplace and the largest pool of liquidity, and being the dominant channel for disposal of large volumes by professional vendors. The BCA Group’s large, robust and transparent physical and digital platforms provide an effective and efficient marketplace to facilitate the exchange of used vehicles through a number of physical and online means, and in doing so match the complex requirements of both vendors and buyers, and offer a full suite of pre- and post-sale digital and physical value-added services. Its scale and offering, which drives vendors to bring volumes to the Exchange, creates a virtuous circle with large volumes of vehicles attracting the largest pool of buyers.

Value-added services enhancing the BCA Group’s customer proposition and increasing volumes brought to the Exchange The BCA Group continues to innovate to increase the volumes of vehicles sold through the Exchange, increase buyer demand and generate new revenue streams across pre and post-sale services. The BCA Group’s provision of complementary products and services draws on its expertise in the vehicle exchange and overall remarketing arena to provide added value to its customer base in a convenient, cost effective way, whilst capturing a larger revenue and margin opportunity per transaction. Value-added services have the additional important benefit of enhancing customer retention rates within the Vehicle Remarketing Division, as customers are able to obtain directly from the Group a wide range of pre- and post-sale services associated with the sale of the vehicle, as opposed to having to turn to different providers for each service.

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On the supply side, used vehicle sales volumes from dealers and corporates/OEMs have been increased by software initiatives, including, for example, BCA Dealer Pro and Fleet Control Monitor, which carry subscription fees and facilitate the flow of vehicles to the Exchange. In addition to buyer demand being driven by the large supply of stock and liquidity, buyer finance is expected to stimulate incremental buyer demand to the Exchange. By offering trade finance to independent vehicle dealers, the Group is assisting these buyers with liquidity. The BCA Group offers a number of other value-added services for vendors and buyers that enhance volume and generate revenue, such as vehicle collection, inspection, preparation, appraisal, assurance and post-sale delivery.

Well-positioned to capitalise fully on favourable market trends and exploit further growth areas As a result of the BCA Group’s unique business and financial model combined with the features of an underpenetrated, structurally expanding market, the BCA Group is well-positioned to take advantage of multiple growth avenues. The BCA Group sees its principal growth areas as: • capitalising on several structural market growth drivers including increasing new vehicle sales, expected increased use of the exchange channel by dealers, recovery in fleet purchases, rapid growth in consumer PCP and increasing appetite from consumers to use vehicle buying services; • enhancing revenue per unit by increased take up of value-added physical and digital services; • launching buyer finance services as a driver of volume and attractive economic proposition for the BCA Group; and • addressing the significant international growth opportunity by leveraging the BCA Group’s position as market leader in all of its main European markets to increase exchange channel penetration, up-selling value-added services, rolling out WBAC across continental Europe and driving cross-border transactions in new jurisdictions.

Significant barriers to entry The Group benefits from several significant barriers to entry as a result of market dynamics, its leadership position within the market, and a long established track record of scale operations. Significant barriers to entry exist in the case of each of the Vehicle Remarketing Division and the Vehicle Buying Division, which are then furthered by the synergistic business model which exists between them:

Vehicle Remarketing Division • Critical mass is a pre-requisite for any new entrant to establish a competitive marketplace: a diversified vendor base, supplying used vehicles in mass volume, and a large base of trade buyers participating in the Exchange to drive demand, would take years to develop for a new entrant, in the Directors’ view. • The Group’s scale and the geographical spread of its network of Exchange locations, in combination with its established digital platform, are a prerequisite to the servicing of large vendor accounts, and the replication of these structural advantages is a significant hurdle to potential new entrants: • the largest vendors need to remarket tens of thousands of vehicles a year to buyers of a significantly smaller scale, and to achieve maximum residual values, vehicles need to be mixed in with others at sale without being transported significant distances; and • the BCA Group’s physical and digital multi-channel platform offering acts as a significant barrier to any entrant looking to deploy either a physical auction infrastructure or online capability without sufficient scale in both. • Over a period of approaching 70 years of operations, the BCA Group has established buyer and vendor trust and a reputation for being ‘‘the’’ marketplace to come to for vehicle re-sale and re-stocking: • this reputation is instrumental in attracting and retaining additional volumes from vendors. The BCA Group has solid long-term client relationships with an impressive track record of retention of its customers; 27 of its top 30 UK vendors have each worked with the BCA Group for five or more years and the majority of them have worked with the BCA Group for greater than ten years; and

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• driven also by the full exchange process and extensive range of physical and digital value-added services offered by the Group, large vendors are typically well entrenched within the BCA Group and would find it difficult and costly to move large volumes to another remarketing provider.

Vehicle Buying Division • The Group benefits from WBAC’s strong differentiating position that would be challenging for potential competitors to replicate: • significant marketing spend to date on the brand and strong customer offering, resulting in strong WBAC brand awareness of 95% (based on a consumer survey of 1,015 respondents); • in-house developed pricing engine which is updated each weekday with actual transaction data and other pricing information; and • ability to dispose of purchased vehicles quickly through the Exchange (average stock holding period is less than 10 days), minimising stock risk and working capital requirements.

Entrepreneurial long-standing management team with track record of impressive financial performance The BCA Group operates with a long-standing senior management team that has significant experience in the used vehicle industry, both at the BCA Group level and in key operating businesses and divisions. The BCA Group has also created a strong culture of innovation and transparency, winning a number of industry awards for technical innovation, including for BCA Dealer Pro, BCA Video Appraisals and the BCA website. The Company believes this has allowed it to maintain a high retention rate of key staff and develop a workforce that is dedicated to delivering high-quality services. The track record of the BCA Group’s senior management of delivering cost-effective organic scale growth and successfully integrating acquisitions, including most notably WBAC is one of the BCA Group’s key strengths in a complex and continually evolving industry. The BCA Group has shown excellent financial returns over recent years.

Attractive operational and financial business model with strong cash flow conversion The BCA Group’s unique business model is centred around fuelling the Exchange, with fast vehicle churn and minimal stock risk, and benefits from a fee-based business model with multiple revenue channels, including fees from both buyers and vendors for facilitating a sale and providing essential value-added ancillary services. As a result, the BCA Group has a number of attractive financial characteristics, including its scalable business model driving operational leverage and providing a platform for growth. The sustained growth in the period under review is bolstered by a strong cash conversion profile with moderate ongoing capital expenditure requirements.

Strategies The BCA Group seeks to maintain and strengthen its position as the operator of Europe’s largest used vehicle marketplace. To achieve this goal, the Group is focused on achieving volume growth, increasing the range and penetration of its value-added services and improving efficiency. The Group has the following key strategic priorities:

Continue to drive volumes to the Exchange and further strengthen the Group’s leading market positions across geographies The Group intends to capitalise on the market growth drivers to increase volumes brought to the Exchange, both in existing and new territories. The Directors believe that growth in the volumes of vehicles brought to used vehicle exchanges is expected to be primarily a result of new vehicle sales trends, fleet rebuilding cycles, rapid growth in PCP usage amongst consumers and increasing appetite from consumers to use vehicle buying services—supported by improving macroeconomic conditions. By utilising its scale and market leading positions across its European markets, the Group can take advantage of these trends and further strengthen its market leadership. In continental European markets where the used vehicle exchange market is relatively underpenetrated (compared to more developed markets such as the UK or US), the Group intends to enhance and grow its

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business in these markets by driving an increased use of vehicle exchanges, including both physical and online auctions. The Group’s scalable, cross-border enabled, business model focused on delivering a platform that is highly attractive to both vendors and buyers should increase supply and demand volumes and the Directors believe that this will allow the Group to be the main beneficiary of the increased penetration of vehicle exchanges in these markets. Cross-border buyers are already a growing share of the Group’s buyer base, representing 8.4%, 8.7% and 9.0% of the Group’s buyers in the years ended 31 December 2011, 2012 and 2013, respectively. The Group seeks to increase the usage by vendors and buyers of the Exchange in underpenetrated markets through the Group’s unique service offerings of MarketPrice and Fleet Control Monitor, together with other value-added services including buyer financing. The roll-out of WBAC is also expected to be a significant driver of volume in these markets. The Group also expects over the longer term to grow its market share in other countries in which it is currently not present or does not have a significant presence, including through the deployment of new locations for the Vehicle Remarketing Division and selective acquisitions and/or joint ventures.

Further develop and roll out buyer finance services The BCA Group launched buyer finance services in the UK in January 2014. Buyer finance services provide buyers with financing to purchase vehicles on the Exchange, with limited credit risk to the Group. The Company believes the service represents a significant growth opportunity, fuelling the Exchange by driving both higher volumes and transaction values which enhances the BCA Group’s virtuous stock/ liquidity circle, whilst also being a meaningful profit stream in itself. The strategy for the development and penetration of buyer finance services is based on leveraging the BCA Group’s existing networks and dealer relationships to build scale efficiently and effectively. Since the launch of this product, a total of 288 dealers have been approved for financing by 31 December 2014. The back office systems to support the service became fully operational in the second half of 2014, with approximately 14 full-time employees initially forming the marketing and customer acquisition teams. The strategy for roll-out to increase the adoption of buyer finance will initially be focused in the UK. Legal analysis has started to facilitate the expansion of the offering to selected European markets, notably France, Germany and the Netherlands.

Further broaden and penetrate value-added services to increase revenue per unit The BCA Group intends to continue to develop both its digital and physical service offerings to retain and grow the customer base and deliver enhanced revenues for the Group. By increasing the penetration of value-added services over time, it has a compounding effect of fuelling the Exchange by driving supply and buyer demand, as the comprehensive end-to-end solutions significantly enhance user stickiness. The delivery of additional physical and digital services also generates new revenue or increases bundle fees, which increases the average revenue per vehicle sold through the Exchange. To supplement and accelerate the Group’s value-added services strategy, the Group reviews acquisition opportunities to secure both physical and digital services to leverage proven or niche technologies they would potentially aid the entrenchment of customer loyalty and further drive revenue.

Efficiencies The Board aims to focus on operational efficiencies as the business grows, with a view to increasing margins by growing revenues without a commensurate increase in operating costs.

Operations The BCA Group’s operations are divided into two divisions: the Vehicle Remarketing Division and the Vehicle Buying Division. The two divisions are interlinked, with the Vehicle Remarketing Division

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re-selling all of the vehicles acquired by the Vehicle Buying Division. The chart below sets out the organisational structure of the Group’s operations:

BCA

Vehicle Remarketing Division Vehicle Buying Division

Operations in 13 countries Operations in two countries 55 locations as of 31 December 2014 197 locations as of 31 December 2014 999 thousand vehicles sold in 2014 145 thousand vehicles purchased in 2014 18MAR201510561098 The BCA Group operates across the UK and 11 countries in continental Europe, as well as in Brazil through a joint venture. The chart below sets out the geographic footprint of the BCA Group’s operations as at 30 June 2014.

17MAR201518064665

The Vehicle Remarketing Division The Vehicle Remarketing Division operates across 12 countries in Europe, as well as Brazil. The European used vehicle market is one of the largest in the world, with more than 300 million used vehicles in 2013. The Vehicle Remarketing Division facilitates the exchange of used vehicles through one or more of the following exchange mechanisms: physical auctions and Live Online, BCA Online and White Label platforms. To meet the complex requirements of the Group’s varied vendors and buyers, the Vehicle Remarketing Division offers a multi-lingual, multi-currency used vehicle marketplace across 55 locations and the Internet that is robust and transparent, with scale and access to liquidity. These features, coupled with the BCA Group’s value-added digital and physical services, drive the number of vehicles sold through the BCA Group and the Directors believe help it maintain a reputation as the ‘‘go-to’’ used vehicle marketplace in Europe.

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Auctions Auctions are the BCA Group’s core business activity. The BCA Group auctions vehicles of all ages and types, principally cars and LCVs, selling 999 thousand vehicles in 2014. The Group conducts both online and physical auctions, with most vehicles being auctioned simultaneously online and at one of the BCA Group’s physical auctions. The Vehicle Remarketing Division typically does not purchase or hold title to the vehicles (with title instead passing from the vendor directly to buyer). As a result, the Vehicle Remarketing Division assumes virtually no inventory risk.

Physical auctions The BCA Group has the largest used vehicle physical auction infrastructure in Europe, selling 607 thousand vehicles in 2014 through physical auctions across over 40 physical auction locations in 13 countries. Sales at physical auctions accounted for 61% of the vehicles sold through the BCA Group in 2014. The BCA Group’s physical auction locations vary in size. See ‘‘—Real Estate’’. At most auction locations, auctions are conducted at least weekly, and at some locations, up to four times a week. The auction facilities typically are located in relatively close proximity to large concentrations of used vehicle dealers throughout the UK and continental Europe. Auction centres typically consist of multi-acre land plots to store vehicles awaiting sale, an auction hall with large covered or paved areas to conduct the auctions and various additional facilities for preparing vehicles as well as administrative functions. Physical auctions are preferred by some vendors due to the physical presence of buyers, which can create a more competitive bidding environment and increase sale prices. Buyers also benefit from physical auctions through an opportunity to network with vendors and other buyers, as well as through an ability to inspect vehicles more closely before purchase. The BCA Group organises its physical auctions into categories, such as cars, premium cars and LCVs, so that buyers can optimise their time by targeting specific classes of vehicles. In addition, the BCA Group conducts auctions on behalf of OEMs, sometimes restricting attendance to dealers of individual franchises. Potential buyers typically are allowed to preview vehicles in the auction location’s parking areas before an auction begins. During physical auctions, vehicles are driven into an auction hall, with up to 100 vehicles auctioned per hour at some locations. Prior to and during the auction, buyers may inspect the vehicles externally, but may not make mechanical checks. When an auction commences, the BCA Group’s auctioneers accept bids from potential buyers both in the auction hall and online via Live Online. If the final bid on a vehicle exceeds the vendor’s reserve price (a pre-determined minimum price for which a vendor will sell the vehicle, communicated to the BCA Group, but not to buyers), the vehicle is sold. If a vehicle’s final bid price at auction falls short of the vendor’s reserve price, the vehicle may be sold ‘‘provisionally’’, meaning that the sale is subject to the vendor’s approval. For provisional sales, the BCA Group’s auctioneers help negotiate a final sale price between the buyer and the vendor, either in real time when vendor representatives are on-site, or remotely (as is done for provisional sales made online). Vehicles that are not sold at auction are typically re-entered into subsequent auctions, and virtually all vehicles consigned to the BCA Group are sold.

Live Online Live Online broadcasts live video and audio of substantially all of the BCA Group’s physical auctions to remote bidders via the Internet using technology developed by the BCA Group in-house, allowing online bidders to compete in real time with bidders in physical auction halls throughout the UK and continental Europe. Live Online is available in multiple languages, both through the BCA Group’s website and mobile applications to registered users. Live Online benefits vendors by increasing the potential buyer base at the BCA Group’s auctions, thus potentially increasing the number of bids on vehicles and the opportunity for higher sale prices. Live Online also allows potential buyers to view, bid on and ultimately purchase vehicles at auctions across Europe from one location, eliminating the need to travel to physical auction locations. Because Live Online is integrated with the BCA Group’s physical auctions, its sales process is largely the same as that at physical auction locations. On a simultaneous, real-time basis, display screens at physical auction halls show online bids, while Live Online similarly indicates bids entered from the auction halls.

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Live Online was accessed 4.2 million times and generated 2.9 million bids at auctions in 2014, and sales of vehicles through Live Online accounted for 20% of the vehicles sold through the BCA Group in 2014.

BCA Online Through BCA Online, the BCA Group conducts two distinct types of auctions. First, using the Live Online platform, BCA Online allows bidders to participate in online-only auctions that are hosted by live auctioneers who conduct fast-paced auctions based on online photographs of vehicles. However, unlike Live Online, there is no competition from physical bidders in auction halls. Separately, BCA Online also offers eBay-style longer-term online auctions in which users can either purchase vehicles at a pre-determined asking price (a ‘‘Buy Now’’ function) or bid on vehicles during auctions that run for pre-set periods of time (a ‘‘Bid Now’’ function). Auctions are conducted daily through BCA Online, and both vendors and buyers benefit from its 24/7 access to bidding and the ability to search and compare vehicles from multiple locations and in multiple languages. In 2014, the BCA Group sold 191 thousand vehicles through BCA Online, which accounted for 19% of the vehicles sold through the BCA Group during the year.

White Label The Group’s White Label platforms are vendor-tailored versions of the BCA Group’s online auction service offerings, typically used by large corporate vendors across the UK and continental Europe. In particular, OEMs and contract hire vendors use the BCA Group’s White Label platforms to distribute stock to a closed buyer group, usually franchised dealers within their network. As of 31 December 2014, the BCA Group operated 59 White Label platforms for 24 vendors. The format of White Label sales can be adjusted as Live Online or ‘‘BidNowBuyNow’’ BCA Online-style auctions, depending on the needs of the vendor. Vendors using the BCA Group’s White Label platforms can also configure their online auctions to include their own digital logos and designs, but remain powered by the BCA Group’s algorithms and online infrastructure. The Company believes White Label services are favoured by vendors because they provide an efficient mechanism to distribute vehicles to a closed buyer group before opening sales to the broader marketplace, while buyers typically benefit from White Label sales offerings through preferential access to vehicle stock. When calculating its number of vehicles sold, the BCA Group excludes volumes sold by the BCA Group’s customers where the Vehicle Remarketing Division only provides White Label branded software to vendors to enable them to manage the sale of their vehicles.

Vendors The Vehicle Remarketing Division’s vendors are divided into four main groups: dealers, corporates, OEMs and vehicle buying companies, such as WBAC. The majority of used vehicles in the wholesale market in key European geographies is generated by dealers and corporates, although there are some country-specific differences. Excluding volumes arising from dealer part-exchanges (i.e., transactions in which a customer of a dealer both pays cash and exchanges their current vehicle to purchase a new vehicle), vendors typically dispose of vehicles that they have owned since the vehicle was new (e.g., a term expiring on a leased vehicle). The holding period, or the duration for which a new vehicle is used (typically a fixed term or mileage criterion based on contract terms or corporate policies), varies across vendor categories from approximately six months to five years. The BCA Group has more than 1,000 vendors across Europe, and although in 2014 no third-party vendor represented more than 6% of the BCA Group’s vehicles volumes sold (with WBAC being the largest vendor accounting for 15% of the vehicles sold through the BCA Group), a limited number of vendors have historically accounted collectively for a substantial portion of the vehicles sold through the BCA Group. For example, in 2014, the top 10 vendors (excluding WBAC) accounted for 31% of the vehicles sold through the BCA Group. The majority of the BCA Group’s sales arrangements with its vendors are framework agreements, renewed annually and providing only pricing and service levels. The framework agreements do not guarantee the provision of a minimum number of vehicles to the BCA Group and typically do not commit the vendor to exclusively supply vehicles to the BCA Group. Although the BCA Group typically does not take title to the vehicles which it sells on behalf of vendors, the BCA Group’s general contract terms allow it to claim title under certain circumstances, for example, as value against debts owed to the BCA Group, thus providing the BCA Group with an additional layer of protection against the credit risk of its vendors. Nevertheless, the BCA Group has a track record of vendor retention. For example, in the last five years, the BCA Group

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has not lost any vendor that was material to the Vehicle Remarketing Division. In addition, of the BCA Group’s top 30 vendors in the UK (by vehicles sold), 27 have maintained relationships with the BCA Group for five years or more, and a majority have maintained relationships with the BCA Group for more than 10 years.

Dealers Dealers represent the BCA Group’s largest vendor category, accounting for 43% of the vehicles sold through the Group in 2014. The Vehicle Remarketing Division’s dealer vendors are comprised of a large number of franchised and non-franchised dealers. Dealers typically sell vehicles obtained through part-exchanges from retail customers, as well as over-age stock that is no longer suitable for their retail showrooms. As a result, dealers sell vehicles through the BCA Group that typically are more than five years old.

Corporates Corporate vendors, including contract hire, leasing and finance companies, represent the second largest vendor category and accounted for 27% of the vehicles sold through the BCA Group in 2014. The Vehicle Remarketing Division’s corporate vendors typically dispose of end-of-lease or repossessed vehicles through the Exchange. Leasing company vendors in particular typically seek to liquidate vehicles that they no longer seek to lease (and thus view as liabilities) as quickly as possible through the Exchange. Corporate vendors sell vehicles through the Group that typically are between three and five years old.

Vehicle buying companies (and other) Vehicle buying companies and other sources of supply that do not fall into the other main categories (such as public sector suppliers, owned fleet and various other independent sellers of vehicles) represent the BCA Group’s third largest vendor category, accounting for 20% of the vehicles sold through the BCA Group in 2014 (with WBAC alone accounting for 15% of the vehicles sold by the Group in 2014). The BCA Group’s largest vehicle buying vendor is its subsidiary, WBAC, which it acquired in August 2013. Prior to its acquisition, WBAC was a significant vendor to the BCA Group, selling the significant majority of its purchased vehicles through the Exchange annually. As a subsidiary of the BCA Group, WBAC now sells all of its vehicles through the Exchange. See ‘‘—The Vehicle Buying Division’’. The age of vehicles sold through the Group by vehicle buying companies varies widely.

OEMs OEMs represent the BCA Group’s fourth largest vendor category, accounting for 10% of the vehicles sold through the BCA Group in 2014. This vendor category includes rental companies. OEMs typically use the Exchange to dispose of demo fleets, buy-backs from rental companies and management vehicles, while rental companies typically sell vehicles that are being removed from their fleets as a part of their regular vehicle management cycle. As a result, the vehicles sold by OEM and rental companies through the BCA Group tend to be among the youngest sold through the Exchange and usually are less than two years old.

Buyers The BCA Group’s buyer base is highly fragmented, comprising more than 53,000 active buyers across Europe, including trade buyers (i.e. buyers who intend to resell the purchased vehicle) and end-user buyers. The BCA Group’s trade buyers are divided into two main groups: (i) independent dealers and wholesale traders and (ii) franchised dealers. In 2014 in the UK, no single buyer accounted for more than 4% of the vehicles sold through the BCA Group, and the top ten buyers represented less than 10%. In addition, of the BCA Group’s top 30 buyers in the UK (by vehicle volume), 43% have maintained relationships with the BCA Group for ten years or more.

Trade buyers • Independent dealers and wholesale traders: Independent dealers and wholesale traders represent the largest category of the BCA Group’s buyers, accounting for 86% of the BCA Group’s sales volumes in the UK in 2014. The BCA Group’s independent dealer buyers typically use the Exchange as their primary source of vehicles and rely on part-exchange transactions as a secondary source of vehicles. As a result, independent dealers often rely on remarketing companies for a constant supply of vehicles.

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Wholesale traders are dispersed through a large number of individual and small companies who source vehicles from auctions and act as middlemen on behalf of other buyers. • Franchised dealers: Franchised dealers represent the BCA Group’s second largest class of buyers, accounting for 11% of the BCA Group’s sales volume in 2014. For most franchised dealers, OEMs are the primary source of used vehicles (often obtained through the BCA Group’s White Label platforms), while the Exchange and vehicles obtained from part-exchanges are used as a secondary source to supplement inventory.

End-user buyers Purchases by end-user buyers represented 3% of the BCA Group’s sales volume in 2014. A highly fragmented subsection of the BCA Group’s buyer base, end-user buyers seek vehicles for their personal use, and include private individuals and small businesses. Although some of the BCA Group’s auctions are open to the public, the BCA Group does not actively promote sales to end-user buyers.

Value-Added Services In addition to its core auction business, the Vehicle Remarketing Division provides a wide spectrum of pre- and post-auction services to both vendors and buyers, ranging from upstream services to pre-auction preparation and marketing products to post-auction logistics services. The chart below shows the BCA Group’s services across the automotive market value chain:

Upstream Pre-sale services Exchange Post-sale services

Fleet Control Logistics Auction Storage Monitor Storage Logistics BCA Dealer Pro / Appraisal Buyer finance MarketPrice Valet Inspection Smart Repair Document handling BCA Auction View BCA Assured Service 16MAR201521112448

Upstream services The BCA Group offers several services to aid vendors in their daily business operations. An important online tool for both UK and continental European vendors is Fleet Control Monitor, an inventory management system that provides in-fleeting, fleet management and de-fleeting services within one application. Fleet Control Monitor is primarily for the benefit of corporate vendors, but is also used by OEMs. Fleet Control Monitor assists vendors in managing their fleets by providing software that tracks the lifecycle of vehicles, manages third-party supplier relationships and provides management and audit functions. In addition, Fleet Control Monitor is integrated with the BCA Group’s services (e.g., logistics) and allows vendors to easily organise vehicle disposal to the BCA Group’s facilities. As at 31 December 2014, Fleet Control Monitor had approximately 1,300 users and had tracked over 200 thousand vehicles as of the end of 2014. In order to help dealers manage their part-exchanges, the BCA Group has developed BCA Dealer Pro, an online application that organises and improves all stages of the part-exchange process. BCA Dealer Pro also assists dealers to dispose of their vehicles through the Exchange quickly and seamlessly, as the data captured by BCA Dealer Pro is easily integrated into the BCA Group’s auction platforms. As of

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31 December 2014, BCA Dealer Pro was used by over 630 dealerships and performed over 160 thousand vehicle appraisals. The key services addressed by BCA Dealer Pro are: • data capture—identifying the vehicle, conducting an appraisal, capturing retail-quality images and obtaining an accurate valuation; • stock management—managing dealer stock and inter-dealer allocations, providing data analysis tools and retail data feeds and assisting in stock liquidation and stock replacement; • remarketing services—managing logistics, sales preparation and demand data; • buyer services—providing transparent pricing, logistics and vehicle preparation; and • merchandising—offering digital content upload, key retailing data, imaging and video. In continental Europe, the BCA Group utilises MarketPrice, which provides dealers with a valuation for their part-exchange vehicles. MarketPrice is free to dealers, in exchange for a commitment to sell part-exchange vehicles through the Exchange. While BCA Dealer Pro and Marketprice generate relatively low revenues and are offered prior to any decision to sell a vehicle through the Exchange, the Company believes these online tools develop its relationship with vendors and incentivise them to provide vehicles to the Exchange for sale. The Company believes that vendors using these online applications are more likely to subsequently provide a greater proportion of their vehicles to the Exchange for sale, thus increasing the number of vehicles sold through the Exchange. In addition to its online tools, the BCA Group also offers vendors a stand-alone inspection service in the UK that can be performed at any stage of a vendor’s fleet management process (e.g., lease-end, mid-term or early termination) and at any location (e.g., at the BCA Group’s vehicle remarketing facilities or off-site). The inspection service provides vendors with details on vehicle condition, allowing them to more accurately assess damage charges to customers and vehicle repair and preparation needs for resale. Through a dedicated staff of 67 employees, the BCA Group performed over 128 thousand inspections on behalf of vendors and other third parties in the year ended 31 December 2014.

Pre-sale services in the UK Once a vendor has decided to sell a vehicle through the BCA Group’s exchanges, the BCA Group provides vendors with a fully integrated vehicle pre-sale service. For example, the BCA Group offers vehicle collection transportation services, primarily in the UK, to move vendors’ vehicles to the Exchange (or, if requested, to third-party de-fleeting locations). The BCA Group organises both single and multiple vehicle collections, varying its pricing depending on the distance and number of vehicles moved. The BCA Group utilises a combination of its own fleet of transporters and contracted plate drivers, as well as third-party companies (that provide their own transporters and plate drivers). The BCA Group has over 35,000 parking spaces in the UK which are used to park vehicles once transported to the Exchange. On a typical day, the BCA Group completes approximately 3,900 logistical moves in the UK1 and, in 2013, the BCA Group moved more than one million vehicles, making it a large provider of vehicle transport services in the UK. In the UK, 72% of vehicles sold through the BCA Group in 2014 were also collected by the BCA Group. After a vehicle arrives at the BCA Group’s facilities, the BCA Group undertakes a standardised appraisal of the vehicle’s condition to help the vendor set an appropriate reserve price and ensure an accurate and consistent vehicle description is provided to auction participants. The BCA Group performed approximately 772 thousand vehicle assessments in the UK in the 12 months ended 31 December 2014. Following appraisal, and depending on a vehicle’s condition, the Vehicle Remarketing Division offers a range of services to vendors designed to improve a vehicle’s condition and maximise its resale value, as many buyers seek ready-to-retail vehicles. The BCA Group performed approximately 900 thousand vehicle interior and exterior cleans in 2014. For more extensive repair needs, the Vehicle Remarketing Division offers a ‘‘Smart Repair’’ service, which includes cosmetic improvements, body work, dent repair, light mechanical repair, glass repair and tyre replacement.

1 Based on a randomly selected trading day (26 February 2014).

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The BCA Group offers a suite of marketing and advertising services to vendors, primarily through its online platforms. For example, following any valet or repair services performed on a vehicle, the BCA Group is able to capture high-quality photographs and video for display on BCA Auction View, the online search tool used by buyers across all of the BCA Group’s markets. BCA Auction View provides the BCA Group’s buyers with free access to the search capability of Europe’s largest aggregation of used vehicles, including all vehicles scheduled for sale through the Exchange. The BCA Group has organised its search function to allow potential buyers to search and view vehicles by marque, age, grade, fuel, colour, engine, transmission and several other criteria. In addition, BCA Auction View providers users with comprehensive vehicle data, including images, videos, appraisal reports and BCA Assured details. In the year ended 31 December 2014, the BCA Group uploaded approximately 14.1 million images and videos (including video with 360 degree view capability) to BCA Auction View, and BCA Auction View included more than 14 thousand vehicles and registered approximately 34 thousand visits and 279 thousand page views on average each day. In August 2014, BCA acquired AutosOnShow, a video streaming and software development firm, to enhance its service offering. Through BCA Assured, the BCA Group provides buyers with additional comfort on the condition of vehicles that would typically be sold ‘‘as seen’’ at the BCA Group’s auctions. BCA Assured is a 30-point mechanical appraisal carried out by AA-certified technicians on all vehicles within certain mileage and ownership conditions. The BCA Assured check is designed to give potential owners confidence to buy despite an inability to road test vehicles. The BCA Assured inspection covers a wide range of checks from condition of tyres, to engine performance, to brake checks. Buyers of BCA Assured-covered vehicles have the earlier of 48 hours or 500 miles to contact the BCA Group if a vehicle’s condition has been misreported, with the BCA Group’s dispute resolution team working with buyers to resolve any claims. In the 12 months ended 30 June 2014, approximately 230 thousand BCA Assured inspections were carried out.

Post-sale services Following a vehicle’s sale, the BCA Group provides buyers with both storage and delivery services to the vehicle’s final destination. In the UK, 29% of vehicles sold through the BCA Group were also delivered by the BCA Group in 2014. In January 2014, the Group introduced buyer finance services to provide financing to independent dealers seeking to purchase vehicles through the Exchange. The BCA Group’s buyer finance services are available to both online and physical auction buyers and finance vehicle purchases, including auction costs and ancillary fees. Typically, the BCA Group provides finance support to established buyers. As a result, and due to its close relationship with these buyers and the use of the BCA Group’s proprietary credit scoring process, the BCA Group is well-positioned to assess the credit risk of its borrowers. By 31 December 2014, the BCA Group had approved 288 dealers for buyer finance services. Financing is provided for an initial period of 60 days, with a possible 60-day extension, and is secured by the financed vehicle and personal guarantees. Buyers may not use the BCA Group’s financing to purchase vehicles costing more than £25,000, including fees, and the BCA Group receives repayment once a vehicle is subsequently re-sold by the buyer. The BCA Group’s buyer finance business is not regulated under the UK’s consumer credit regime. The BCA Group continues to promote its buyer finance services in the UK and has targeted France, Germany and the Netherlands as markets for potential expansion of this service. The BCA Group’s funding for its buyer finance services was initially financed by the BCA Group, but as of July 2014 90% will be funded by a third-party lender through drawdowns from a dedicated invoice-discounting facility of £30 million. See Part XII: ‘‘Operating and Financial Review—Financial Liabilities and Contractual Obligations— Indebtedness—Invoice-Discounting Facility’’.

The Vehicle Buying Division The Vehicle Buying Division, WBAC, conducts its operations under the webuyanycar.com brand, the leading consumer used vehicle buying company in the UK. Acquired by the BCA Group in August 2013, WBAC provides the BCA Group with used vehicles that otherwise would be destined for the consumer-to-consumer or part-exchange markets. Through its online pricing quotation system and its 197 physical locations across the UK and the Netherlands as of 31 December 2014, WBAC will purchase any used vehicle owned by a private consumer, irrespective of vehicle make, model, age or condition. In the year ended 31 December 2014, WBAC purchased 145 thousand vehicles from consumers.

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Historically, consumers have sold their used vehicles either to other consumers through private sales or to used vehicle dealers for cash or in a part-exchange for another vehicle. WBAC targets sellers who are seeking a fast, safe and convenient alternative to sell their used vehicles at a competitive price. WBAC also provides its sellers with a quick source of liquidity. As part of its strategy to expand its business into continental Europe and leverage the BCA Group’s existing footprint in the region, WBAC launched its business in the Netherlands in 2014, where it operated through 21 physical locations across the country as of 31 December 2014.

WBAC Sale Process WBAC’s website (www.webuyanycar.com) is the first point of interaction for most of the Vehicle Buying Division’s sellers. The Group has built and continues to maintain the webuyanycar.com brand through an extensive television, radio and Internet advertising campaigns. WBAC’s website attracted approximately 12.5 million unique visitors in 2013. The website’s key feature is its ability to use a proprietary pricing engine that analyses various vehicle parameters to provide an initial valuation of a vehicle virtually instantly. As a result, the Company believes that WBAC is able to provide competitive valuations to its sellers. In 2014, 61% (or approximately 8.2 million) of the visitors to www.webuyanycar.com requested an online valuation for a vehicle. Having obtained an initial valuation of their vehicle online, potential sellers are invited to schedule an appointment at one of WBAC’s physical branches located across the UK and the Netherlands, with appointments available as early as the same day. Potential sellers may also bring their vehicles direct to a WBAC branch, without first accessing www.webuyanycar.com, to obtain a quote on their vehicle. WBAC’s branches are open for both online appointments and walk-in valuations seven days a week, and 63% of the UK population is within a 20-minute drive of a WBAC branch. At the in-branch appointment, a WBAC representative inspects the vehicle to confirm that the online description and specifications provided by the potential seller (if applicable) were accurate and checks for other mechanical and cosmetic damage to the vehicle. The WBAC representative then issues a final offer price to the potential seller to buy the vehicle. After a seller accepts WBAC’s offer price, WBAC cross-checks the vehicle against vehicle databases and confirms the seller’s ownership. WBAC then pays the seller the agreed purchase price for the vehicle by bank transfer. All of the vehicles purchased by WBAC are sold through the Vehicle Remarketing Division. WBAC is the Vehicle Remarketing Division’s largest vendor, providing 15% of the vehicles sold through the BCA Group in 2014. On average, the BCA Group disposes of vehicles obtained by WBAC at its auctions in less than 10 days.

Competition The Vehicle Remarketing Division The Group is the leading operator of vehicle remarketing in most of the markets in which it operates. In the UK, the BCA Group’s largest market, the vehicle remarketing industry is fairly mature and consolidated. According to OC&C estimates, as of 30 June 2014, the BCA Group’s market share in the UK vehicle remarketing industry was approximately 46%, nearly twice as large as its closest competitor, with 24-27%. Two other competitors each had market shares of approximately 10% and 4%-7%, respectively, with a fragmented group of regional competitors collectively accounting for the remaining share. The Company believes that barriers to entry make the emergence of a significant new competitor in the UK unlikely. All current leading vehicle remarketers in the UK combine physical and digital assets into an integrated offering. To replicate these services, a new entrant would have to invest significant resources to create or purchase the technology needed to conduct the combination of multi-channel auctions and related service offerings provided by the BCA Group. In addition, a competitive physical auction portfolio would require a new competitor to identify and develop suitable land. To be successful, physical auction locations also typically need to be strategically located near major transport hubs and within reasonable distances of key vendors and buyers, and such locations are in limited supply in the UK. Furthermore, the Company believes its competitive position in the UK is strengthened by the breadth and depth of relationships with key vendors, many of which have provided vehicles to the BCA Group for more than a decade, and who enjoy highly tailored service offerings by the BCA Group.

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The Vehicle Buying Division According to OC&C estimates, as of 30 June 2014, the Vehicle Buying Division purchased approximately 2% of all private consumer UK used vehicles sold, and WBAC’s market share among vehicle buying companies was 80%, compared to a 10% market share of its nearest competitor. In addition, according to OC&C’s online consumer survey of 1,015 consumers, as of 30 June 2014, WBAC had brand awareness in the UK comparable to that of online vehicle resale industry leaders such as Autotrader and higher than that of Gumtree and Ebay Motors.

Information Technology The BCA Group depends on its IT function to support its auction operations, remarketing services, vehicle buying services and back office functions, as well as to manage its online services and related product offerings. The BCA Group maintains a large number of IT staff, employing more than 200 personnel across the UK and continental Europe. In addition, the BCA Group sources IT professionals from third parties that can offer increased IT capacity and support when needed. The UK back office and auction systems are hosted internally from a data centre in Farnham, England, with the UK and European online systems hosted by a third-party vendor in a data centre in London Docklands, England. The BCA Group’s IT systems are largely bespoke and have been refined and adapted to suit the BCA Group’s demands over time. In particular, the BCA Group possesses three core IT platforms: its auction information systems (‘‘AIS’’), Auction View (or the Pan-European eCommerce Platform (‘‘PEEP’’), its continental European equivalent) and Live Online, on which it particularly relies.

AIS The BCA Group’s AIS is integral to the BCA Group’s front- and back-end operations. The AIS is the core system used by the Group to manage vehicles through the physical processes at an auction location, including physical stock and compound management, valeting, appraisals, BCA Assured, Smart Repair and logistics services. In addition, the AIS is used to perform sale channel allocation and bid management. Once a sale has been concluded, the AIS is normally used for invoicing and payments. The BCA Group operates a number of AIS across the markets in which it operates, which are integrated into the BCA Group’s core online systems. In order to enable uniform auction processes and systems across the BCA Group’s operations, the BCA Group has a long-term goal of consolidating all AISs onto a single platform. Such consolidation could potentially improve the BCA Group’s customer service functions, data capture, management reporting and supply chain integration.

PEEP/Auction View PEEP (also known as Auction View in the UK) is the IT platform that supports the BCA Group’s online applications, providing seamless, multi-lingual and multi-currency online access to the BCA Group’s database of vehicles. The online applications that PEEP/Auction View support include vehicle search, bid-now and buy-now online bidding, real-time online bidding and the ‘‘My BCA’’ buyers area, which includes on-line payment functions. PEEP can also be deployed as a BCA White Label online application, and as of 31 December 2014, was deployed to 59 sites for 24 vendors.

Live Online Live Online supports real-time online access to the BCA Group’s physical auctions across locations in the UK and continental Europe. The system is managed in the UK, but operates in an integrated manner across the countries in which the BCA Group operates.

WBAC Following the BCA Group’s acquisition of WBAC in August 2013, the IT systems and technologies of WBAC have not yet been fully integrated into those of the BCA Group. WBAC maintains an independent IT staff of nearly 30 employees, who work in close collaboration with the BCA Group’s IT staff. Because WBAC is a relatively new company, many of its IT functions and applications are relatively modern, and the lack of WBAC’s IT integration has not presented the Group with significant issues.

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Marketing The Vehicle Remarketing Division The main purpose of the marketing team is to promote BCA’s Exchange and its exchange services to both vendors and buyers in collaboration with the sales and operational teams. Customer service is part of the function. Within the Vehicle Remarketing Division over 150 employees were specifically engaged in driving demand to the exchange and other marketing services across UK and continental Europe, as at 31 December 2014. The BCA brand is well known in the UK, having traded for nearly 70 years. The BCA Group’s efforts at maintaining and promoting its brand are focused on growing BCA brand awareness in Europe and raising awareness of the breadth of the BCA Group’s products and services portfolio. The Vehicle Remarketing Division targets buyers to purchase vehicles at both its physical auction centres and across its digital platforms and holds an extensive database of historic customer-buying behaviour and preferences. Driving online traffic to the BCA website (search) and BCA Live Online (bid and buy) and driving foot fall to its auction centres is fundamental to the success of the BCA Group. Buyers are targeted based on their existing and potential purchasing opportunity across the facets of vehicle make, model, age, mileage, type, price, location, sales and channel characteristics. The Vehicle Remarketing Division’s marketing campaigns integrate print and digital media, direct mail and e-mail marketing and telemarketing, as appropriate. New developments across the division’s digital channels increase the opportunity to sell vehicles online by providing greater confidence to potential online buyers. The division continually develops new products and services for both vendors and buyers. Digital initiatives include improved vehicle imagery and data for search functions and improved user experience for online and mobile applications. Value-added services such as BCA Dealer Pro and buyer vehicle stocking finance services have also expanded the division’s product marketing capability. The BCA Group has won a number of industry awards for technical innovation, including for BCA Dealer Pro and the BCA website. The Vehicle Remarketing Division has an extensive database of vendor, buyer and vehicle transactional data. This data provides insight on auction pricing trends and assesses other trends within the Exchange, providing greater insight on product value-add and buyer behaviour, thereby creating opportunities to attract new customers and optimise Exchange performance.

The Vehicle Buying Division The Vehicle Buying Division’s marketing strategy focuses on driving volume growth and strengthening brand reputation through a variety of tools, such as search engine marketing (‘‘SEM’’), conversion rate optimisation (‘‘CRO’’), relationship marketing and commercial analytics. Maintaining and increasing WBAC’s brand strength is a key marketing goal of the Vehicle Buying Division. The Vehicle Buying Division conducts advertising campaigns on TV, radio and the Internet to increase web traffic by vehicle owners looking to dispose of their vehicles. It also has a strong relationship with Google and has benefited from priority access to performance-enhancing SEM-beta programs. The Vehicle Buying Division regularly analyses its media spend across TV, radio and the Internet to increase the efficiency of these marketing activities.

Intellectual Property The BCA Group’s intellectual property rights include proprietary technology relating to online auction systems as well as trademarks, trade secrets, copyrights and other intellectual property. The BCA Group’s increased reliance in recent years on proprietary Internet-based programs and technology have increased the relative importance of intellectual property assets to the BCA Group’s business. The BCA Group’s business and IT systems and other key proprietary intellectual property generally are not protected by patents or registered design rights. As a result, the Group is particularly reliant on trademarks, copyright, database rights, registered domain names and the law protecting confidential information to protect its brands, technologies and databases. The BCA and WBAC trade names, logos and websites are key elements of the BCA Group’s brands. Although these names and logos are subject to copyright and trademark protections, the BCA Group periodically takes action against third-party infringers, though none of these actions or infringements has had a material effect on the BCA Group. In addition, the BCA Group recently acquired the url

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www.BCA.com, and the Company believes that this web portal will be an important marketing and operating tool for its business going forward.

Real Estate The majority of the BCA Group’s operating properties in the UK are subject to long-term leases (typically expiring in 2031, without lease break clauses) from a single landlord, with fixed 3% annual rent increases that are cash expenses for the BCA Group. The BCA Group also holds limited freehold properties in the UK. In continental Europe, the BCA Group’s real estate holdings comprise a mix of freehold and leasehold properties. In markets in which the BCA Group has limited business experience, the BCA Group tends to seek shorter-term leases to afford itself with greater operational flexibility. The locations operated by WBAC are small in size and are subject to leases, typically of less than five years in duration. The table below sets out certain data regarding the BCA Group’s key real estate, as of 31 December 2014.

Approximate number of Approximate parking Name Location Leased/Freehold total area (acres) spaces Auction sites Mogi das Cruzes ...... Brazil Leased 6 1,050 Vejle Operating site ...... Denmark Leased 17 1,300 Lyon...... France Leased 8 1,500 Nantes ...... France Service agreement <5 N/A Nˆımes ...... France Leased 8 1,500 Paris ...... France Leased 9 2,000 Toulouse ...... France Service agreement <5 N/A Berlin Ost ...... Germany Leased 17 1,000 Hamburg/Ellerau ...... Germany Leased 7 900 Heidenheim ...... Germany Leased 7 900 Neuss ...... Germany Leased 16 1,700 Rhein-Main/Groß-Gerau . . . Germany Leased 9 1,300 Barneveld ...... The Netherlands Freehold 16 1,400 Montanaso Lombardo ..... Italy Leased 5 750 Lisbon ...... Portugal Freehold 25 1,900 Oporto ...... Portugal Freehold 10 850 Pombal...... Portugal Freehold 20 1,000 Alicante ...... Spain Leased 5 550 Azuqueca (Madrid) ...... Spain Freehold 6 400 Bellvei (Tarragona) ...... Spain Leased <5 500 La Luisiana (Seville) ...... Spain Freehold 20 1,300 Sodert¨ alje¨ ...... Sweden Leased <5 700 Bedford ...... UK Leased 25 3,000 Belle Vue ...... UK Leased 32 2,100 Belle Vue Commercial ..... UK Leased Area included in 750 Belle Vue site Birmingham ...... UK Leased 8 1,000 Blackbushe ...... UK Leased 86 4,000 Bridgwater ...... UK Leased 20 2,450 Brighouse ...... UK Leased 16 2,100 Derby ...... UK Leased 7 950 Edinburgh ...... UK Leased <5 600 Enfield ...... UK Leased 9 950 Glasgow ...... UK Leased 8 850 Measham ...... UK Leased 22 1,800 Measham Commercial ..... UK Leased Area included in 800 Measham site Newcastle ...... UK Leased 9 900 Nottingham ...... UK Leased 28 3,100

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Approximate number of Approximate parking Name Location Leased/Freehold total area (acres) spaces Paddock Wood ...... UK Leased 16 900 Peterborough ...... UK Leased 9 800 Preston ...... UK Leased 8 800 Walsall ...... UK Leased 9 850 Service Marseille ...... France Agreement <5 N/A Service Lille ...... France Agreement <5 N/A Sales offices Lille (office) ...... France Leased <5 N/A Toulouse (office) ...... France Leased <5 N/A Fleet Select ...... The Netherlands Leased <5 20 Warsaw ...... Poland Leased 30 5,000 Zurich ...... Switzerland Leased <5 N/A Manchester ...... UK Leased <5 N/A Service Boortmeerbeek ...... Belgium Agreement <5 N/A Other Welcome Centre ...... Portugal Freehold <5 100 BCA Logistics Birmingham . UK Leased <5 N/A BCA Logistics, Carmen House ...... UK Leased <5 N/A BCA Logistics, Chipping Warden ...... UK Leased <5 N/A BCA Logistics, Court House Farm...... UK Leased <5 N/A Farnham ...... UK Leased <5 N/A Newport ...... UK Leased <5 N/A Tewkesbury ...... UK Leased <5 N/A

Health, Safety and Environment The BCA Group’s operations are subject to various health, safety and environmental laws and regulations in the jurisdictions in which it operates, including those governing the emission and discharge of pollutants into the air or water, the generation, treatment, storage and release of hazardous materials and wastes and the investigation and remediation of contamination. Large numbers of vehicles are stored and prepared for sale at the BCA Group’s auction facilities and during that time releases of fuel, motor oil and other materials may occur. In addition, at the BCA Group’s physical auctions, members of the public and the BCA Group’s employees come into close contact with a large number of vehicles moving to, throughout and from the auction hall. The BCA Group is aware of its responsibilities to ensure the health, safety and welfare of its employees, visitors and others affected by its activities. The BCA Group endeavours to provide a safe working environment, as well as appropriate training, information, instruction and supervision to prevent all employees and visitors from endangering themselves or others and to enable them to contribute positively to their own safety.

Insurance The principal risks covered by the BCA Group’s insurance policies relate to property damage, business interruption, employers and public liability and certain other claims consistent with customary practice in the industry in which the BCA Group operates. The BCA Group purchases its insurance through well-known providers. The BCA Group has not had any material insurance claims, nor has it suffered any material loss following any uninsured claim, in the last three years.

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Employees As of 31 December 2014, the BCA Group had 3,525 employees, the majority of whom were based in the UK. The BCA Group’s relationship with its employees is positive. The table below sets out the number of the BCA Group’s employees as of 31 December 2011, 2012, 2013 and 2014, with a breakdown by operating division:

As of 31 December Employees 2011 2012 2013 2014 Vehicle Remarketing Division ...... 2,401 2,390 2,796 3,077 Vehicle Buying Division ...... — — 259 448 Total number of employees ...... 2,401 2,390 3,055 3,525

The BCA Group is subject to various laws that regulate wages (including minimum wage laws), hours, benefits and other terms and conditions relating to employment in the various jurisdictions in which it operates, and the BCA Group provides benefits to employees as required by applicable law. In addition, the BCA Group provides training to a number of its employees, including auctioneers, logistics drivers and vehicle inspectors. The BCA Group also uses bonus schemes as a part of employee compensation to incentivise efficiency, with performance-based bonuses representing significant components of the compensation for many management-level employees. The BCA Group operates a number of defined contribution pension schemes in the UK and certain continental European countries. The BCA Group’s total contribution to these schemes in 2013 was £0.7 million. The BCA Group also operates a defined benefit scheme for certain UK employees. The defined benefit scheme has been closed to new members for a number of years.

Incentive Arrangements The incentive plans reward the Group’s management and employees for the creation of value for Shareholders. Each of the plans has its own terms which have been designed to provide an appropriate incentive for the recipient of the awards granted under them. In aggregate the value of awards under all of the incentive plans will not, in any 10 year period, exceed the Incentive Scheme Cap. The ‘‘Incentive Scheme Cap’’ shall be 10 per cent. of the excess of the Market Value of the Company over and above the aggregate price paid by Shareholders for its share capital. Further details of the incentive plans are set out in Part XIX: ‘‘Additional Information—Incentives’’.

Litigation There are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus which may have, or have had, a significant effect on BCA’s or the BCA Group’s financial position or profitability. There are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus which may have, or have had, a significant effect on the Company’s or the Haversham Group’s financial position or profitability.

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PART X DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE Directors and Proposed Director The following table lists the names, positions and ages of the Directors. The Company’s Directors are:

Name Age Position Date appointed Avril Palmer-Baunack ...... 50 Executive Chairman 23 October 2014 Spencer Lock* ...... 48 Group Managing Director — James Corsellis ...... 44 Non-executive Director 23 October 2014 Mark Brangstrup Watts ...... 41 Non-executive Director 23 October 2014 The business address of each of the Directors is 20 Buckingham Street, London WC2N 6EF. The management expertise and experience of each of the Directors is set out below: * Spencer Lock will join the board of the Company with effect from Admission.

Avril Palmer-Baunack (Aged 50) Avril Palmer-Baunack joins the Board as Executive Chairman with over 20 years of executive experience with leading businesses in the UK automotive, support services, industrial engineering and insurance services sectors. Through a number of high profile industry roles, Avril has acquired significant experience of delivering operational improvements and implementing business turnarounds, executing organic and acquisitive growth strategies and a track record of delivering shareholder value in a public environment. She joins the Board with a focus on sourcing acquisition opportunities and, following the completion of the first acquisition and any subsequent acquisitions, will work with incumbent management teams to deliver the Company’s growth strategy. Avril is currently Chairman of Molins plc, Redde plc and Quartix plc. Avril has also held a broad range of executive roles throughout the automotive industry, with experience in companies engaged in vehicle salvage, car hire, auctions, transportation, distribution, logistics, vehicle processing and infrastructure. Between 1996 and 2005, Avril held a number of senior management positions including at Europcar, the European car rental company where she was Sales and Marketing Director and also FMG Support Ltd, where she was Managing Director. Most recently Avril was Executive Chairman and Deputy CEO of Stobart Group Limited (‘‘Stobart’’), one of the largest British logistics companies with interests in transport, distribution and infrastructure. Stobart generated revenues of £570 million in the year to 28 February 2013. Prior to this Avril was CEO of Autologic Holdings plc (‘‘Autologic’’), the largest finished vehicle logistics company in the UK and Europe. During her time at Autologic, EBITDA increased from £1.5 million in the year to 31 December 2007 to £4.5 million in the year to 31 December 2011. Avril remained CEO at Autologic until the company was acquired by Stobart in August 2012 for £12.4 million. She joined Autologic from Universal Salvage plc (‘‘Universal’’), where she held the position of CEO from March 2005 until the sale of the company to Copart UK Ltd in June 2007. Universal remains the largest operator in the UK automotive salvage market. During her time at Universal, Avril is credited with delivering a turnaround of the company, having increased revenue from £49.6 million to £70.7 million in the two years to 30 April 2007, and achieving a share price increase of almost two and a half times.

Spencer Lock—Group Managing Director—(Aged 48) Spencer joined the BCA Group as Managing Director of UK operations in November 2012. He has comprehensive experience within the motor industry spanning consumer finance, distribution and retail. Spencer joined the graduate programme at United Dominions Trust (part of Lloyds TSB) in 1987 and worked in sales and marketing and in risk management, providing consumer funding and stocking funding facilities to automotive retailers. In 1992 he moved into distribution, initially working with Ford Motor Company and then Nissan Motor Company, holding key responsibilities relating to sales, aftersales and franchising. In 1998, Spencer began working within Group Business Development at Inchcape PLC, one of the world’s largest independent automotive retail and distribution groups, before joining Inchcape’s UK retail business and rising to the position of UK Chief Executive Officer. During this time, the business expanded to

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become the second largest automotive retail group in the UK, with revenues of over £3 billion, and developed its core partner premium brand strategy. In 2010, Spencer became Chief Executive Officer of Inchcape’s Australasia operations, running retail and distribution operations in Australia and New Zealand. During this time, the Subaru distribution business, 90% owned by Inchcape, was the first independent brand to be awarded the prestigious JD Power award for customer satisfaction.

James Corsellis, Non-executive Director (Aged 44) James Corsellis founded Marwyn, the asset management and corporate finance group, in 2002 with Mark Brangstrup Watts. James is joint managing partner of Marwyn Capital LLP, which provides corporate finance advice, and MIM LLP, which provides asset management solutions and investment advisory services, (both of which are regulated by the Financial Conduct Authority). James is a director of MAML, a regulated fund manager, and also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities. Marwyn has launched 14 companies across a variety of sectors with James providing support to these companies, using his experience of working with a number of companies in various roles (including as Chairman of Entertainment One Limited and director of Breedon Aggregates Limited, Concateno plc and Catalina Holdings Limited) as well as his operating experience as the CEO and founder of technology business, iCollector plc and CM Interactive. James was educated at Oxford Brooks University, The Sorbonne, and London University.

Mark Brangstrup Watts, Non-executive Director (Aged 41) Mark Brangstrup Watts founded Marwyn, the asset management and corporate finance group, in 2002 with James Corsellis. Mark is joint managing partner of Marwyn Capital LLP. Mark is a director of MAML and also a trustee of the Marwyn Trust. Marwyn has launched 14 companies across a variety of sectors with Mark providing support to these companies, using his experience of working on the boards of several Official List and AIM quoted companies, including Entertainment One Limited, Advanced Computer Software plc, Inspicio plc and Talarius plc. Mark has also provided strategic consultancy services to some of the world’s leading companies including Ford, Toyota, Shell and Barclays. Mark was educated at the London University and he serves on the Committee of the Royal Academy School.

Advisers Jon Olsen Jon joined the BCA Group in 1991 and became Chief Executive Officer in May 2003. Having led the BCA Group for almost 12 years, Jon intends to step down from the board of directors of BCA on Completion but will remain as an adviser of the Group up to the end of 2015 in order to ensure an effective transition and complete continuity of management.

Simon Hosking Simon joined the BCA Group in 1998 as UK Finance Director, progressing to Chief Financial Officer in 2003. Simon has also served in his current role with the BCA Group for almost 12 years and also intends to step down from the board of directors of BCA upon Completion, remaining as an adviser up to the end of 2015.

Senior Management Team The members of Senior Management, in addition to the Executive Directors listed above, is as follows:

Name Age Position Noel McKee ...... 45 CEO of webuyanycar.com Robert Hazelwood ...... 55 UK Managing Director Tim Lampert ...... 45 Strategic Performance Director D’Vidis Jacobs ...... 43 Group Corporate Development Director Jean-Roch Piat ...... 50 Regional Managing Director, Europe Richard Boult ...... 49 Group Finance Director Matthias Quadflieg ...... 53 Managing Director for Germany and Central Europe Duncan Gray ...... 47 Chief Information Officer

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The management expertise and experience of each member of Senior Management is set out below:

Robert Hazelwood—UK Commercial Director—Aged 55 Robert joined the BCA Group in September 2014 as UK Commercial Director after 9 years with Volkswagen Group UK where he lead Volkswagen UK (2 years), Skoda UK (4.5 years) and Volkswagen Commercial Vehicles (2.5 years.) Robert has worked in the automotive industry for 32.5 years and has extensive retail and distribution experience. Previously, Robert worked for the Inchcape Group where he held a number of senior positions between 1997 and 2004 (MD Mazda France, CEO Inchcape Retail, and MD Ferrari/ Maserati UK and Belgium). During his time spent with Inchcape, Robert was responsible for significant restructuring exercises in the UK and France as well as negotiating the hand back to Ferrari SpA of the UK and Belgian businesses.

Tim Lampert—Strategic Performance Director—Aged 45 Tim joined the Company in January 2015. Tim is a Fellow of the Association of Chartered Certified Accountants (FCCA). He started his career working in small manufacturing companies before joining Short Brothers, the UK Defence Division of Bombardier Inc, undertaking finance roles based in the UK and Middle East relating to long term Government Defence support contracts. He joined Autologic in 1997 to support the financial requirement of the company’s IPO and subsequently held various roles with the group including Finance, Logistics, Projects and Managing Director roles. During this time he was involved in a number of acquisitions, disposals and utlimately the sale of the business to the Stobart group.

Noel McKee—CEO of webuyanycar.com—Aged 45 Noel joined the Group on its acquisition of WBAC in 2013. He co-founded WBAC in 2006 after identifying a gap in the market for a third disposal route for consumers as an alternative to private sale or part exchange and currently owns webuyanycar.com in the United States, which is operated by local management. Prior to launching WBAC. Noel had acquired the family business, ‘‘UK Car Group’’, together with his brother, in a private equity backed management buy-out in 1998 for £50 million. Noel expanded the business from one location in the home town of Rochdale to a national chain of 11 car hypermarkets. Management have operated UK Car Group since 2010, when Noel focused on WBAC, and ultimately management bought the business from the McKee family in early 2014. Since joining the BCA Group, Noel has overseen the expansion of the BCA Vehicle Buying Division into the Netherlands.

D’Vidis Jacobs—Group Corporate Development Director—Aged 43 D’Vidis joined the BCA Group in February 2009 as Online Director to spearhead the development and building of BCA’s online remarketing platforms and integrated services, both to new and existing business sectors. D’Vidis was appointed to the role of Commercial Director in 2011, where he was responsible for leading the sales, remarketing and ancillary services functions in the UK. In 2013, D’Vidis became Group Corporate Development Director, with the responsibility to steer BCA’s growth across new markets and business sectors, including business acquisitions and BCA’s customer-focused drive to develop innovative online and digital solutions for the remarketing sector. After completing his ACMA qualifications, D’Vidis joined Allied Electronics, a listed group in South Africa, as a graduate management trainee, and was subsequently appointed Managing Director of one of their business units. He moved to the UK in 2003, spending two years as Operations Director at Gamestec Leisure before joining the Caudwell Group (Phones 4U) as a Divisional Board Director. Most recently he was with Bain & Company.

Jean-Roch Piat—Regional Managing Director, Europe—Aged 50 Jean-Roch joined the Group in 2007 as MD of the French operation, and was appointed Regional Managing Director for southern Europe in 2014. Since 2015, he has also taken responsibility for the Netherlands, Denmark and Sweden. Jean-Roch began his career in 1987 as a strategy consultant with Bain & Company in Germany. In 1991, he joined Mazda in Switzerland and was charged with implementing the Bain strategy and growing a professional dealer network. Jean-Roch undertook his first turnaround assignment in 1997 as the General Manager of Mazda Switzerland. In 2001, Jean-Roch was tasked with restructuring Sumitomo Corporation’s network of car dealerships in France.

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Richard Boult—Group Finance Director—Aged 49 Richard joined BCA as Group Finance Director in June 2014, responsible for the finance functions of the group, including its financial management and external reporting. He has a degree in Computer Science from Cambridge University and qualified as a Chartered Accountant with PwC in London. Prior to joining BCA, Richard held a number of senior finance roles at both group finance and regional levels in major listed companies including, Wolseley plc, Darty plc, 21st Century Fox and Inchcape plc.

Matthias Quadflieg—Managing Director for Germany and Central Europe—Aged 53 Matthias joined the Group in 2013 as Managing Director for Germany and Central Europe. He has two decades of successful profit and loss management experience at large organisations and fast moving companies within the service industry and digital sector. Matthias has a Ph.D. in Management Philosophy and graduated in Business Administration and Economics at the University of Cologne. In his early career he held various international Client Service Director positions within the WWP Group. As German Managing Partner and later European President of Wunderman Worldwide, he led numerous projects for leading companies in the automotive industry, and built upon seven years of experience of CRM, data and sales and marketing consultancy. In his role as Chief Executive Officer of the private equity held ELIXA Group, he successfully restructured a leading European Service and Retail Group within the leisure industry. Recent roles include as global President of US digital technology and multi-sales-channel company Adconion Media Group, and as Chief Sales & Marketing Officer at AOL Germany.

Duncan Gray—Chief Information Officer—Aged 47 Duncan joined the Group as Chief Information Officer in January 2012. Duncan has extensive experience in the retail and hospitality sectors within both corporate and private equity backed organisations, and a track record in aligning IT demand to business demand and forging stronger links with his internal and external customers. Prior to joining the Group, Duncan was Group IT Director at Selfridges Group, responsible for IT across the UK, Ireland, the Netherlands and Canada. Before joining Selfridges, he was IT Director at House of Fraser and at Pizza Hut.

Corporate Governance UK Corporate Governance Code The Board is committed to the highest standards of corporate governance. In due course and in any event prior to admission to the premium segment of the Official List the Board intends to comply fully with the UK Corporate Governance Code. It has not been possible, prior to completion of the Acquisition, to bring the Group into full compliance. Upon and following Admission, the Board complies and intends to continue to comply with the requirements of the UK Corporate Governance Code, save that: Avril Palmer- Baunack holds the position of Executive Chairman; the Board does not have any independent non- executive directors; and the Board’s committees will not, at the outset, have three independent non- executive directors. The Company will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules on an ongoing basis. The UK Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. As of the date of this Prospectus, the Board consists of three Executive Directors. The Board is in the process of recruiting independent, non-executive members. As prescribed by the UK Corporate Governance Code, the Board has established three committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. If the need should arise, the Board may set up additional committees as appropriate. Pending the appointment of independent non-executive directors, the members of these committees will be James Corsellis and Mark Brangstrup Watts.

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Audit and Risk Committee The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit and Risk Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. The UK Corporate Governance Code recommends that an audit committee should comprise at least three members who are independent non-executive directors, and that at least one member should have recent and relevant financial experience. The Group’s Audit and Risk Committee will meet this requirement in due course. The Audit and Risk Committee will meet no fewer than three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The Audit and Risk Committee has taken appropriate steps to ensure that the Company’s auditors are independent of the Company and obtained written confirmation from the Company’s auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies.

Nomination Committee The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Group’s Nomination Committee will meet this requirement in due course. The Nomination Committee will meet not less than twice a year.

Remuneration Committee The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and its Company secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration. The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent non-executive directors (other than the chairman). The Group’s Remuneration Committee will meet this requirement in due course. The Remuneration Committee will meet not less than twice a year.

Share Dealing The Company adopted, with effect from 23 October 2014, a code of securities dealings in relation to the Ordinary Shares which is based on, and is at least as rigorous as, the model code published in the Listing Rules. The code adopted applies to the Directors and other relevant employees of the Company.

Conflicts of Interest Save as set out below, there are no potential conflicts of interest between any duties owed by the Directors or Senior Managers to the Company and their private interests or other duties: • James Corsellis and Mark Brangstrup Watts are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial services to the Company and company secretarial, registered agent and accounting services to H.I.J; • Mark Brangstrup Watts and James Corsellis are both directors of MAML (the manager of MVI LP); • Mark Brangstrup Watts and James Corsellis are both managing partners of MIM LLP (adviser for MVI LP); and • Mark Brangstrup Watts and James Corsellis are both managing partners of Marwyn Capital which is providing corporate finance and business services to the Company pursuant to the Marwyn Corporate Finance Advisory and Office Agreement.

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PART XI SELECTED FINANCIAL INFORMATION Selected financial information relating to the Haversham Group, the BCA Group and WBAC set out below has been extracted, without material adjustment, from Part XIV: ‘‘Historical Financial Information’’. The non-IFRS financial and non-financial operating data presented herein is unaudited. See Part III: ‘‘Presentation of Information—Presentation of Financial Information and Non-Financial Operating Data’’. Investors should read the whole of this Prospectus before making an investment decision and not rely solely on the summarised information in this Part XI.

Selected Financial Information of the Haversham Group Consolidated Statement of Comprehensive Income

Period ended 31 December 2014 (£ million) Revenue ...... — Gross profit ...... — Administration expenses ...... (0.3) Total operating expenses ...... (0.3) Loss for the period ...... (0.3) Total comprehensive loss ...... (0.3)

Consolidated Balance Sheet

As at 31 December Assets 2014 (£ million) Current assets Trade and other receivables ...... — Cash and cash equivalents ...... 28.8 Total current assets ...... 28.8 Current liabilities Trade and other payables ...... (0.2) Total liabilities ...... (0.2) Net assets attributable to equity holders ...... 28.6 Capital and reserves attributable to equity holders Share capital ...... 0.3 Share premium ...... 28.7 Accumulated losses ...... (0.3) Total equity ...... 28.6

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Consolidated Cash Flow Statement

For the period ended 31 December 2014 (£ million) Cash flows from operating activities Loss for the period ...... (0.3) Increase in trade and other payables ...... 0.2 Net cash outflow from operating activities ...... (0.1) Cash flows from financing activities Proceeds from issue of shares ...... 29.1 Payment of share issue costs ...... (0.2) Net cash inflow from financing activities ...... 28.9 Net increase in cash and cash equivalents ...... 28.8 Cash and cash equivalents at the beginning of the period ...... — Cash and cash equivalents at the end of the period ...... 28.8

Selected Financial Information of the BCA Group Consolidated Income Statement

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Revenue ...... 254.3 262.5 442.3 149.2 458.4 Cost of sales ...... (66.9) (74.2) (233.0) (45.0) (330.4) Gross profit ...... 187.4 188.3 209.3 104.2 128.0 Operating costs ...... (149.8) (149.9) (169.2) (79.7) (121.2) Other income ...... 0.5 0.6 1.0 0.3 0.2 Operating profit ...... 38.1 39.0 41.1 24.8 7.0 Finance costs ...... (45.5) (50.4) (65.9) (29.0) (30.9) Finance income ...... 4.0 2.1 0.6 0.1 2.6 Loss before income tax ...... (3.4) (9.3) (24.2) (4.1) (21.3) Income tax (charge)/credit ...... (0.9) 1.9 (2.9) (2.5) 0.2 Loss for the period ...... (4.3) (7.4) (27.1) (6.6) (21.1) Attributable to: Owners of the parent ...... (4.4) (7.4) (27.1) (6.6) (21.2) Non-controlling interests ...... 0.1 — — — 0.1 (4.3) (7.4) (27.1) (6.6) (21.1)

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CS79101A.;31 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CS79101A.;31 mrll_0614.fmt Free: 1465D*/1775D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 16335

Consolidated Balance Sheet

As of 31 December As of 30 June 2011 2012 2013 2014 (£ million) Assets Non-current assets Intangible assets ...... 390.3 392.5 540.6 539.5 Property, plant and equipment ...... 57.7 59.1 64.1 63.0 Interest in joint venture ...... — — 0.2 0.6 Deferred tax asset ...... 8.5 12.6 14.1 15.9 Net pension asset ...... — 0.7 0.8 — Total non-current assets ...... 456.5 464.9 619.8 619.0 Current assets Inventories ...... 2.1 2.4 33.2 14.1 Interest in parent company ...... 2.2 2.3 2.6 2.7 Trade and other receivables ...... 50.6 66.4 77.5 95.9 Cash and cash equivalents ...... — 8.5 2.4 56.6 Total current assets ...... 54.9 79.6 115.7 169.3 Total assets ...... 511.4 544.5 735.5 788.3 Non-current liabilities Borrowings ...... (389.3) (407.2) (596.6) (605.1) Trade and other payables ...... (41.4) (46.2) (49.6) (51.3) Deferred tax liabilities ...... (0.1) (0.5) (10.9) (10.7) Net pension deficit ...... (2.9) — — (0.5) Provisions ...... ———(19.2) Total non-current liabilities ...... (433.7) (453.9) (657.1) (686.8) Current liabilities Borrowings ...... (14.2) (17.6) (11.2) (1.6) Overdrafts ...... (1.9) — — — Trade and other payables ...... (94.2) (110.5) (116.5) (169.1) Total current liabilities ...... (110.3) (128.1) (127.7) (170.7) Total liabilities ...... (544.0) (582.0) (784.8) (857.5) Net liabilities ...... (32.6) (37.5) (49.3) (69.2) Equity Share capital ...... 4.0 4.0 4.0 4.0 Share premium ...... — — 14.8 14.8 Foreign exchange reserve ...... (0.3) (0.6) (0.6) (1.1) Accumulated deficit ...... (36.6) (40.9) (67.5) (86.6) Equity shareholder deficit ...... (32.9) (37.5) (49.3) (68.9) Non-controlling interests ...... 0.3 — — (0.3) Total shareholders’ deficit ...... (32.6) (37.5) (49.3) (69.2)

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CS79101A.;31 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CS79101A.;31 mrll_0614.fmt Free: 1385DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 53667

Summary Consolidated Cash Flow Statement

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Net cash inflow from operating activities ...... 28.7 37.9 17.5 48.2 75.1 Net cash outflow from investing activities ...... (7.2) (12.8) (110.7) (9.7) (9.4) Net cash (outflow)/inflow from financing activities ...... (18.3) (14.7) 87.1 (5.1) (11.5) Net increase/(decrease) in cash and cash equivalents ..... 3.2 10.4 (6.1) 33.4 54.2 (Overdrafts)/Cash and cash equivalents at 1 January ...... (5.1) (1.9) 8.5 8.5 2.4 (Overdrafts)/Cash and cash equivalents at period end ..... (1.9) 8.5 2.4 41.9 56.6

Non-IFRS Financial and Non-Financial Operating Data(1) The following table shows certain of the BCA Group’s KPIs during the periods under review.

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Vehicles sold through the BCA Group (thousand vehicles)(2) . . . 831 852 909 463 510 Adjusted EBITDA (£ million)(3) ...... 49.4 51.4 62.5 30.2 43.4 Adjusted EBITDA margin (%)(3) ...... 19.4 19.6 14.1 20.2 9.5 Cash conversion rate (%)(4) ...... 84 75 72 83 77 Net debt(5) to Adjusted EBITDA ratio (%) ...... 601 564 697 N/A(6) 501(6)

(1) The non-financial operating data and the per vehicle financial data included in this Prospectus has been extracted without material adjustment from the management records of the BCA Group and of WBAC with respect to the periods prior to its acquisition in August 2013 and are unaudited. (2) Vehicles sold through the BCA Group is defined as the number of vehicles sold by the BCA Group through the Exchange where payment typically is collected by the BCA Group from the buyer and remitted to the vendor. Vehicles sold through the BCA Group generally excludes volumes sold by the BCA Group’s customers where the Vehicle Remarketing Division only provides software to customers to enable them to manage the sale of their vehicles. (3) Adjusted EBITDA is calculated by adjusting operating profit to exclude depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investors, losses incurred in the first year of setting up new businesses and impairment charges on property, plant and equipment, intangibles and goodwill. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of revenue. See ‘‘Part I: Summary Information—Key Financial Information’’ for a reconciliation of Adjusted EBITDA to the BCA Group’s operating profit and the calculation of Adjusted EBITDA margin. (4) Cash conversion rate is defined as free cash flow divided by Adjusted EBITDA. See ‘‘Part I: Summary Information—Key Financial Information’’ for a calculation of the Cash conversion rate for the periods under review. (5) Net debt is defined as the carrying value of the BCA Group’s financing, including bank financing, other external loans and finance leases, net of cash and short-term deposits. Net debt excludes loans from parent undertakings, preference shares, accrued dividends, debt issue costs and payables in respect of the BCA Group’s buyer finance business. (6) For the purposes of computing this ratio for the six months ended 30 June 2014, Adjusted EBITDA is calculated using the twelve-month period prior to 30 June.

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Vehicle Remarketing Division KPIs(1) The following table shows a breakdown of the Vehicle Remarketing Division’s KPIs during the periods under review.

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Vehicles sold through the BCA Group—UK (thousand vehicles) 596 596 648 332 364 Vehicles sold through the BCA Group—International (thousand vehicles) ...... 235 256 262 131 146 Vehicles sold through the BCA Group—Total (thousand vehicles) ...... 831 852 909 463 510 Revenue per vehicle sold—UK (£)(2) ...... 282 301 309 306 314 Revenue per vehicle sold—International (£)(2) ...... 368 325 358 364 351 Revenue per vehicle sold—Total (£)(2) ...... 306 308 323 322 325 Adjusted EBITDA—UK (£ million) ...... 37.8 40.6 44.0 23.3 28.8 Adjusted EBITDA—International (£ million) ...... 13.3 13.0 17.7 8.1 7.6 Adjusted EBITDA Total (£ million) ...... 51.1 53.6 61.7 31.4 36.4 Adjusted EBITDA per vehicle sold—UK (£)(3) ...... 63 68 68 70 79 Adjusted EBITDA per vehicle sold—International (£)(3) ...... 57 51 68 62 52 Adjusted EBITDA per vehicle sold—Total (£)(3) ...... 62 63 68 68 71 Adjusted EBITDA margin—UK (%) ...... 22.5 22.7 22.0 23.0 25.2 Adjusted EBITDA margin—International (%) ...... 15.4 15.6 18.9 16.9 14.8 Adjusted EBITDA margin—Total (%) ...... 20.1 20.4 21.0 21.0 22.0

(3) Adjusted EBITDA per vehicle sold is defined as Adjusted EBITDA of the Vehicle Remarketing Division divided by the number of vehicles sold through the BCA Group in the period and geography indicated.

Vehicle Remarketing Division Other Financial Data(1)

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Gross profit (£ million) ...... 187.4 188.3 203.5 104.2 114.6 Gross profit per vehicle sold (£)(2) ...... 226 221 224 225 225 Gross profit margin(%)(3) ...... 73.7 71.7 69.3 69.8 69.2

(3) Gross profit margin is defined as gross profit of the Vehicle Remarketing Division divided by revenue of the Vehicle Remarketing Division.

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Selected Financial Information of WBAC Combined and Consolidated Income Statement

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) Revenue ...... 267.1 296.5 440.2 237.0 292.8 Cost of sales ...... (257.8) (283.7) (423.9) (228.4) (279.4) Gross profit ...... 9.3 12.8 16.3 8.6 13.4 Operating costs ...... (6.2) (7.6) (11.8) (3.9) (8.2) Operating profit ...... 3.1 5.2 4.5 4.7 5.2 Net finance costs ...... (0.5) (0.7) (0.7) (0.5) (0.2) Profit before taxation ...... 2.6 4.5 3.8 4.2 5.0 Income tax expense ...... (0.8) (0.9) (1.4) (0.9) (1.8) Profit for the period ...... 1.8 3.6 2.4 3.3 3.2 Attributable to: Owners of the parent ...... 1.8 3.6 2.4 3.3 3.2 Profit for the period ...... 1.8 3.6 2.4 3.3 3.2

Combined and Consolidated Balance Sheet

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Combined and Consolidated Statement of Cash Flows

WBAC KPIs(1) The following table shows a breakdown of certain of WBAC’s KPIs during the periods under review. The BCA Group acquired WBAC on 16 August 2013, and before such time, did not operate WBAC.

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Vehicles sold by WBAC (thousand vehicles) ...... 82 88 122 67 79 Revenue per vehicle sold—Total (£)(2) ...... 3,249 3,373 3,596 3,548 3,721 Adjusted EBITDA (£ million)(3) ...... 4.1 6.0 8.6 5.0 8.7 Adjusted EBITDA per vehicle sold (£)(4) ...... 50 68 70 75 111 Adjusted EBITDA margin (%)(5) ...... 1.5 2.0 2.0 2.1 3.0

WBAC Other Financial Data(1)

Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) Gross profit (£ million) ...... 9.3 12.8 16.3 8.6 13.4 Gross profit per vehicle sold (£)(2) ...... 113 146 133 129 170 Gross profit margin (%)(3) ...... 3.5 4.3 3.7 3.6 4.6

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PART XII OPERATING AND FINANCIAL REVIEW The following discussion of the financial condition and results of operations of the BCA Group and WBAC as of and for the years ended 31 December 2011, 2012 and 2013 and as of and for the six months ended 30 June 2013 and 2014 should be read in conjunction with the BCA Group Financial Information, the WBAC Financial Information and the information relating to the Group’s business included elsewhere in this Prospectus. The selected consolidated financial information of the BCA Group discussed below has been derived from the BCA Group Financial Information, which, inter alia, reflects the financial results of WBAC from 16 August 2013, the date on which it was acquired by the BCA Group. The selected combined financial information of WBAC discussed below has been derived from the WBAC Financial Information, in each case without material adjustment, unless otherwise stated. Investors should read the whole of this Prospectus and not just rely upon summarised information. The discussion includes forward-looking statements that reflect the current view of the Group’s management and involves risks and uncertainties. See Part II: ‘‘Risk Factors’’ and Part III: ‘‘Presentation of Information— Information Regarding Forward-Looking Statements’’ for a discussion of important factors that could cause the Group’s actual results to differ materially from the forward-looking statements contained herein.

Overview The BCA Group owns and operates Europe’s largest used vehicle marketplace, both in terms of the number of vehicles sold and revenue, as well as the UK’s market-leading provider of vehicle buying services. Together, this allows the BCA Group to provide an efficient and effective mechanism to facilitate the exchange of used vehicles that matches the complex requirements of both vendors (sellers) and buyers of used vehicles who participate in the Exchange. The BCA Group’s business is operated through two divisions: Vehicle Remarketing and Vehicle Buying. • The Vehicle Remarketing Division: As the operator of Europe’s largest used vehicle marketplace, the Vehicle Remarketing Division facilitates the exchange of used vehicles between vendors and buyers through both physical and online auctions across 12 countries in Europe, as well as through a joint venture in Brazil. Trading under the BCA brand name, the Vehicle Remarketing Division operates 55 locations across its geographic footprint through which, together with its online auction platforms, it sold 831 thousand, 852 thousand, 909 thousand and 510 thousand vehicles in 2011, 2012 and 2013, and in the six months ended 30 June 2014, respectively. The Vehicle Remarketing Division generally does not take title to the vehicles that it sells, instead generating revenue through transaction fees, as well as fees generated through a suite of value-added digital and physical pre- and post-auction services, such as inspection, logistics, appraisal, repair, valet and buyer finance services. In 2013 and the six months ended 30 June 2014, the Vehicle Remarketing Division accounted for 100% of the vehicles sold through the BCA Group, and generated £293.5million and £165.6 million of revenue and £61.7 million and £36.4 million of Adjusted EBITDA, respectively. • The Vehicle Buying Division: The BCA Group operates its Vehicle Buying Division through WBAC, which it acquired in August 2013. Leveraging its proprietary online pricing quotation system and rapid physical sale process, WBAC purchases used vehicles direct from the public in the UK and the Netherlands, which it then disposes exclusively1 through the Vehicle Remarketing Division. The Vehicle Buying Division operated 197 locations as of 31 December 2014, and in 2013 and the six months ended 30 June 2014 accounted for 110 thousand and 79 thousand, respectively, of the vehicles sold by the Vehicle Remarketing Division in the UK. The Vehicle Buying Division generates revenue from the sale through the Vehicle Remarketing Division of vehicles purchased from members of the public. In 2013 (from 16 August 2013, the date of WBAC’s acquisition by the BCA Group) and in the six months ended 30 June 2014, the Vehicle Buying Division contributed £148.8 million and £292.8 million of revenue and £3.3 million and £8.7 million of Adjusted EBITDA, respectively. In addition to its two divisions, for segmental reporting purposes the BCA Group also incurs certain central costs. These include the costs of the BCA Group’s executive board and costs not directly

1 This exclusivity commenced shortly after the acquisition of WBAC in August 2013. Prior to that, approximately 80% of WBAC’s purchased vehicles were sold by the BCA Group, with the remainder sold by the Group’s competitors.

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attributable to the divisions. In the year ended 31 December 2013 and in the six months ended 30 June 2014, such central costs were £2.5 million and £1.7 million, respectively. In the year ended 31 December 2013 and in the six months ended 30 June 2014, the Group’s revenue was £442.3 million and £458.4 million and its Adjusted EBITDA was £62.5 million and £43.4 million, respectively.

Basis of Presentation BCA Group Financial Information The BCA Group Financial Information presents the financial track record of the BCA Group as of and for the three years ended 31 December 2011, 2012 and 2013 and as of and for the six months ended 30 June 2013 and 30 June 2014 and was prepared for the purposes of the Company’s admission to the London Stock Exchange. The BCA Group’s acquisition of WBAC on 16 August 2013 resulted in the creation of a second operating division, the Vehicle Buying Division, and an associated financial reporting segment in the Group’s financial statements as of and for the year ended 31 December 2013. Consequently, the Group’s financial results in 2013 are not directly comparable to those in 2012 and 2011. For the purposes of the discussion of the BCA Group’s financial performance in this Part XII: ‘‘Operating and Financial Review’’, all financial information has been derived from the BCA Group Financial Information, without adjustment and specifically there is no adjustment to present the acquisition of WBAC as if it had occurred on 1 January 2013.

WBAC Financial Information A separate section reviewing selected aspects of WBAC’s financial results is provided in this Part XII, in ‘‘Results of Operations of WBAC’’, below. The WBAC Financial Information presents the financial track record of WBAC as of and for the three years ended 31 December 2011, 2012 and 2013 and as of and for the six months ended 30 June 2013 and 30 June 2014 and was prepared in accordance with IFRS.

Pro Forma Information The unaudited pro forma statement of consolidated net assets contained in Part XV: ‘‘Unaudited Pro Forma Financial Information’’ includes certain adjustments in respect of the acquisition of the BCA Group, the Refinancing of BCA Group debt and the Placing that might have affected the financial information presented had they occurred on 31 December 2014. However, the unaudited pro forma statement of consolidated net assets is not necessarily indicative of what the financial position of the BCA Group would have been had the acquisition of the BCA Group, the Refinancing of BCA Group debt and Placing occurred on 31 December 2014. The unaudited pro forma income statement contained in Part XV: ‘‘Unaudited Pro Forma Financial Information’’ includes certain adjustments in respect of the acquisition of the BCA Group, the acquisition of WBAC, the Refinancing of BCA Group debt and Placing that might have affected the financial information presented had they occurred on 1 January 2014. However, the unaudited pro forma income statement is not necessarily indicative of what the financial position of the BCA Group would have been had the acquisition of the BCA Group, the acquisition of WBAC, the Refinancing of BCA Group debt and Placing occurred on 1 January 2014.

Key Factors Affecting Results of Operations The BCA Group’s revenue and profits are largely dependent on the supply of vehicles to its Vehicle Remarketing and Vehicle Buying Divisions, and the demand for vehicles sold by the Vehicle Remarketing Division. Factors other than those set out below could also have a significant impact on the Group’s results of operations and financial condition.

Vehicle Remarketing The BCA Group’s business and revenue are dependent on the number of vehicles sold through the Exchange. The number of vehicles sold through the Exchange, in turn, is a function of the supply of vehicles from the BCA Group’s vendors and the demand from its buyers.

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Supply As discussed in ‘‘Part XII: Information on the BCA Group’’, the Vehicle Remarketing Division’s vendors fall into four main groups: dealers, corporates, OEMs and vehicle buying companies, primarily WBAC. OEMs do not constitute a material source of vehicle supply. Dealers represent the largest proportion of the Group’s vendors. Vehicles obtained from dealers are primarily part-exchanges taken as part consideration for the sale of a new or used vehicle to a retail customer. The activity of dealers and the consequent volume of vehicles supplied to the BCA Group are directly affected by macroeconomic conditions, though used vehicle volumes have, historically, been less directly affected than new vehicle volumes. During the periods under review, macroeconomic factors affecting this source of supply have been generally positive in the UK, although less so in the continental European markets in which the BCA Group operates. See ‘‘Part VIII: Market Overview—Key European Markets’’. The supply of vehicles from corporate vendors (e.g., contract hire, leasing and OEM’s captive finance companies) is affected by the number of vehicles that have reached the end of the life of their relevant underlying contracts (which are typically three to five years in duration). The number of vehicles supplied to the BCA Group by corporate vendors reflects the number of vehicles taken onto contract by their customers in preceding years. Supply has been declining during the periods under review as this sector saw reduced volumes and extension of lease periods as a response to this financial crisis, in both the Group’s UK and International geographic segments. In the Vehicle Remarketing International segment, supply has been further adversely impacted by the decision of certain vendors to partially or wholly in-source their vehicle disposal operations in response to the declining volumes. However, supply from this vendor group is now expected to grow, as the historic decline in contracts has ceased and these contracts are now reaching their end. A further factor expected to positively impact supply from this vendor group is the significant growth in the number of PCP contracts written in the UK in the last 18 months, as discussed in Part VIII: ‘‘Market Overview—Key European Markets—UK—Projected Market Volumes to 2017 in the UK’’. The supply of used vehicles from the Vehicle Buying Division is determined by the growth of WBAC. Given the high-growth characteristics of this business, it is not possible to identify a clear correlation between macroeconomic trends and vehicle supply. An economic downturn could result in an increased number of users of the service, as owners seek to liquidate surplus vehicles. However, an economic upturn could also result in increased new or used vehicle sales, creating increased numbers of used vehicles to be disposed of by existing owners, which would also benefit WBAC’s business.

Demand The BCA Group’s buyer base is highly fragmented, comprising more than 55 thousand active trade buyers (i.e. buyers who use remarketing channels to source used vehicle inventory and intend to resell the purchased vehicle) and end-user buyers. The largest and most important segment (by vehicles purchased) is trade buyers, and their demand is influenced either directly (in the case of retail trade buyers) or indirectly (in the case of wholesale trade buyers) by the level of used vehicle retail demand. The demand for the vehicles the BCA Group offers for sale therefore depends on the demand of consumers for used vehicles. Consumer demand is directly influenced by macroeconomic factors, such as GDP growth, inflation, unemployment and access to finance. These factors impact consumer confidence and disposable income, which in turn impact consumers’ vehicle buying habits. Based on new vehicle sales in the markets in which the BCA Group operates (which the Group views as an indicator of consumer demand), during the periods under review, macroeconomic factors have had an overall positive impact on demand in the UK Vehicle Remarketing segment and an overall negative impact on demand in the Vehicle Remarketing International segment, particularly in southern Europe.

Fees The Vehicle Remarketing Division generates its revenue through vehicle transaction fees and from value- added services. Transaction fees are charged per vehicle sold through the Exchange, and are received from both vendors and buyers. The BCA Group has experienced transaction fee pressures from vendors during the periods under review due to increased competition, particularly in the UK, against the backdrop of a weaker market. However, the Group expects that as market conditions improve, transaction fee pressure will decrease.

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: CW79101A.;32 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:45 DISK131:[15ZAM1.15ZAM79101]CW79101A.;32 mrll_0614.fmt Free: 380D*/540D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 12343

Value-added service fees are charged for services that are typically directly associated with vehicles sold by the Vehicle Remarketing Division. The BCA Group offers vendors and buyers a suite of pre-sale and post-sale services. See ‘‘Part IX: ‘‘Information on the BCA Group—Value-Added Services’’. The BCA Group also provides value-added services for vehicles that are not sold by the BCA Group. However, the relative volume and value of these services is not sufficiently material in the context of the scale of the BCA Group to merit separate identification, and therefore all value-added service revenue and profits are grouped together with transaction fees for the purposes of calculating revenue and Adjusted EBITDA per vehicle. Value-added services typically produce comparatively lower gross profit and Adjusted EBITDA margins. Consequently, a period of out-performance in terms of growth in value-added services revenue compared to transaction fees can have the effect of suppressing the Adjusted EBITDA margin achieved by the BCA Group. This has generally been the case over the periods of review.

Costs Cost of sales incurred by the Vehicle Remarketing Division largely relate to transport, inspection and vehicle preparation and are variable. Within operating costs, the two most significant costs are employee costs and property costs. Employee costs include a variable element which increases in line with the volume of transactions handled by the division. The property costs are fixed in the short-term. Both may increase over the medium- to long-term, as new sites and additional human resource are required to accommodate the growth of the BCA Group’s business.

Vehicle Buying Supply WBAC purchases used vehicles owned by private consumers that would otherwise be destined for the consumer-to-consumer or part-exchange markets. WBAC has historically operated in the UK, although as part of its strategy to expand its business into continental Europe and leverage the BCA Group’s existing footprint in the region, WBAC launched its business in the Netherlands in 2014, where it operated through 10 physical locations across the country as of 30 June 2014. As noted above, given the high-growth characteristics of the business, it is not possible to identify a clear correlation between macroeconomic trends and vehicle supply to WBAC.

Demand Following the BCA Group’s acquisition of WBAC on 16 August 2013, WBAC sells all of its vehicles through the Vehicle Remarketing Division. Prior to this date, approximately 80% of WBAC’s purchased vehicles were sold by the BCA Group, with the remainder sold by the Group’s competitors. WBAC is the Vehicle Remarketing Division’s largest vendor, providing 12% of the vehicles sold through the BCA Group in 2013. On average, the BCA Group disposes of vehicles purchased by WBAC through its auctions in less than 10 days.

Fees WBAC deducts a transaction fee from the final sale price paid to the sellers of the vehicles it purchases. For accounting purposes this fee is presented as a reduction of the purchase price. For an additional fee, WBAC will make a next-day transfer of the net purchase payment to the seller.

Costs Cost of sales incurred by the Vehicle Buying Division comprises the purchase price of the vehicles sold (net of fees discussed above) through the Vehicle Remarketing Division, together with the costs of acquisition and disposal, including advertising and infrastructure (including IT) and personnel costs. These acquisition and disposal costs are largely variable, as individual site location rentals are short-term and low-cost. These, together with staffing levels, are expected to increase in the short-term to match the anticipated expanding scale of WBAC’s business. Furthermore, advertising expenditure for the Vehicle Buying Division is closely correlated to the volume of vehicles purchased. Operating costs for the Vehicle Buying Division consist of salaries, rents, legal and administrative costs and are largely fixed, but are expected to increase as the business grows (including entry into new markets).

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Acquisitions The BCA Group’s acquisition of WBAC in August 2013, which resulted in the creation of the Vehicle Buying Division, had a significant effect on the Group’s results of operations in 2013 and will continue to have a significant effect on the Group’s results going forward, as volumes and profits of the Vehicle Buying Division are expected to continue to grow through increased UK penetration and international expansion. The results of operations of WBAC from 16 August 2013, the date of acquisition by the BCA Group, are reported within the BCA Group financial information set out in ‘‘Results of Operations of the BCA Group’’, while the stand-alone results of operations of WBAC for the full financial years ended 31 December 2011, 2012 and 2013 are set out in ‘‘Results of Operations of WBAC’’. The pro forma results of the BCA Group for the year ended 31 December 2014, with the WBAC acquisition presented as if the acquisition had taken place on 1 January 2014, are set out in ‘‘Part XV: Unaudited Pro Forma Financial Information’’. During the periods under review, the BCA Group made two further small acquisitions of NKL, a UK provider of vehicle movement, inspection and refurbishment services (acquired at the beginning of 2013), and of Fleet Select, an online-only vehicle remarketing business in the Netherlands (acquired at the beginning of 2014). Neither of these acquisitions are material to the Group’s financial results. The Group will consider, pursuing targeted strategic or ‘‘bolt-on’’ acquisitions, particularly of small and mid-sized targets that provide enhanced service capabilities and that the Directors believe will enhance the Group’s existing operations, is part of the Group’s strategy.

Central Costs Central costs include BCA Group management, Board-related and other costs where allocation to the Vehicle Remarketing Division or Vehicle Buying Division is impractical. Central costs are not directly affected by the BCA Group’s underlying business trends, and were £2.5 million in 2013, increasing to £1.7 million in the six months ended 30 June 2014 as central teams were further strengthened. Following the Placing, central costs are expected to increase by a further £1.5 million, as a result of the BCA Group’s Standard Listing, together with further non-cash costs of share incentive plans, which are expected to be approximately £1 million in the first year, rising to £3 million in the third year.

Seasonality Due to seasonal trends influencing both vehicle supply and demand, the BCA Group’s revenue and operating results have varied, and likely will continue to vary, from quarter to quarter. For example, used vehicle sales in the UK tend to increase during vehicle registration plate change periods in March and September of each year. In March, in particular, new vehicle sales traditionally peak in the UK, and as a result, dealer vendors of the Vehicle Remarketing Division typically experience an increase in part-exchange volumes, which has a subsequent effect of increasing sales through the Exchange. Conversely, the BCA Group’s revenue typically decreases during the summer and in December. The seasonality of sales in the Vehicle Buying Division broadly follows the pattern of the Vehicle Remarketing Division. As a result of these fluctuations, the Group’s revenue tends to be lowest in the quarter ending 31 December and highest in the quarter ending 31 March. In addition, the BCA Group largely ceases operations in the UK during the Christmas and New Year holiday period, with a reduced level of activity at its continental European operations as well.

Currency Translation The BCA Group reports its results in pound sterling, and pound sterling is also the functional currency of its UK operations. However, the BCA Group conducts operations in the UK, continental Europe and Brazil, as a result of which approximately 21% of its revenue in 2013 was denominated in currencies other than pound sterling, with the significant majority denominated in Euro. The BCA Group also conducts a limited number of transactions in a small number of other currencies. The BCA Group also had the equivalent of £107.1 million in Euro-denominated debt as of 30 June 2014. See ‘‘—Quantitative and Qualitative Disclosure about Market Risk—Foreign Exchange Risk’’. Exchange rate fluctuations between the pound sterling and the Euro have been volatile in the periods under review, ranging from a low of £0.90333 per Euro on 4 July 2011 to a high of £0.778346 per Euro on 24 July 2012. Typically, the Group’s costs in a currency other than the pound sterling are matched by corresponding revenue in that same currency. The Group’s results of operations may nevertheless be affected by the translation effects of foreign currency exchange rate fluctuations on converting the results of these operations reported in non-sterling currency to sterling for BCA Group consolidation.

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Goodwill As of 30 June 2014, the goodwill recognised on the Group’s consolidated statement of financial position was £475.4 million, of which £88.3 million arose from the acquisition of WBAC and £380.2 million from the purchase of BCA by CD&R in 2010. Goodwill is recorded on the date of an acquisition and, in accordance with IFRS, is tested for impairment at least annually and whenever there is any indication of impairment. Impairment may result from, among other things, deterioration in the Group’s performance, a decline in expected future cash flows, adverse market conditions, adverse changes in applicable laws and regulations and a variety of other factors. For the year ended 31 December 2013, the BCA Group did not recognise any impairments of goodwill.

Debt Refinancing In connection with the Placing, the BCA Group intends to repay its existing PIK indebtedness and amounts outstanding under the Senior Facilities Agreement with the proceeds of the Placing and the New Facilities Agreement. The New Facilities Agreement was entered into by the Company on 26 March 2015, and it is intended that the Company will draw down the funds immediately following Admission. See Part XII: ‘‘Operating and Financial Review—Financial Liabilities and Contractual Obligations— Indebtedness—New Facilities Agreement’’ for further detail on the refinancing and the terms of the New Facilities Agreement. As the BCA Group’s aggregate amount of outstanding indebtedness and rate paid on its facilities and loans post-Admission will decrease compared to prior to these refinancings, the BCA Group expects that net interest expense for the year ending 31 December 2014 will also decrease. Financing cost, however, is expected to be higher overall, as it is anticipated that unamortised fees paid in respect of the Senior Facilities Agreement will need to be written off. The BCA Group also has entered into an invoice-discounting facility to fund the Vehicle Remarketing Division’s recently established buyer finance business. The facility is in the amount of £30 million. The amount is advanced solely to a vehicle finance subsidiary in respect of specific receivables. Interest earned is included in revenue. Financing costs paid to the funding provider, when they arise will be included in cost of sales.

Taxation As of 30 June 2014, the BCA Group had a tax credit of £0.2 million compared to a tax charge of £2.5 million for the six months ended 30 June 2013. Due to finance costs and significant or non-recurring (‘‘SONR’’) costs during the periods under review, the BCA Group incurred an overall taxable loss. In both years, interest expense on the shareholder loans was not considered deductible for tax purposes leading to a charge for tax, despite losses, in 2013, and a small credit in 2014. As set out in Note 30 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information’’, when the BCA Group adopted IFRS, an adjustment was made to average the expense of certain leases with fixed uplift. This adjustment, in respect of periods prior to adoption, is expected to be deductible against taxable profits in 2015 and is recognised as a deferred tax asset. The BCA Group anticipates that this deduction and the losses expected to arise in the year ending 31 December 2014 will exceed almost all of the other taxable income for the years ending 31 December 2014 and 2015. Accordingly, the BCA Group does not expect to pay UK corporate tax in respect of 2014 and a limited amount in 2015. However, in accordance with IAS 12, there will be a deferred tax charge for the release of the tax asset.

Vesting of Employee Incentive Plans As set out in Note 27 of Section B of Part XIV: ‘‘Historical Financial Information’’, the BCA Group has made LTIP awards of Ordinary Shares, options over Ordinary Shares and options over other capital instruments of its parent company to certain of its employees. In accordance with the terms of the awards, the awards will vest when the BCA Group is sold or completes an initial public offering and qualified stock exchange listing (a ‘‘flotation’’), such as the Placing. The value of the awards over shares is determined at the time of their grant. It is then amortised over the period to the expected vesting date and this estimate is revised at each accounting date. The value of this option over other capital instruments is revalued at each accounting date and amortised over the period to the expected vesting date. The amount in periods prior

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to 31 December 2013 was not material, but for the period to 30 June 2014, the BCA Group incurred a charge of £3.2 million. Certain employees of WBAC will become entitled to receive a LTIP payment at the expected vesting date linked to the enterprise value of WBAC at the expected vesting date. In the six months ended 30 June 2014, the BCA Group accrued a charge of £1.3 million in respect of the accrual of this payment. On 21 October 2014, the BCA Group announced that it had decided not to proceed with its intention to float on the London Stock Exchange due to market conditions at that time. As a consequence, the vesting period will be extended as set out in Note 28 of Section B of Part XIV: ‘‘Historical Financial Information’’.

Explanation of Certain Income Statement Items of the BCA Group Revenue Revenue consists of revenue attributable to the Vehicle Remarketing Division and to the Vehicle Buying Division. Revenue from the Vehicle Remarketing Division represents transaction fees earned from vehicles sold, as well as revenue from value-added services. Revenue from the Vehicle Buying Division comprises the proceeds from the sale through the Vehicle Remarketing Division of vehicles purchased from members of the public and next-day payment fees.

Cost of sales Cost of sales for the Vehicle Remarketing Division are primarily comprised of the costs of providing transportation, inspection, preparation and assurance services. For the Vehicle Buying Division, cost of sales primarily comprises the cost of the vehicle purchased, as well as the labour and site costs of the purchasing locations, labour costs of the disposals team and advertising and marketing costs, net of transaction fees charged on each vehicle purchased.

Operating costs Operating costs consists of all costs included in operating profit that are not included in Cost of sales.

Net finance costs Net finance costs comprise interest payable on borrowings, direct issuance costs and foreign exchange losses, as well as receivables on funds invested and foreign exchange gains.

Current Trading and Prospects Since 30 June 2014, and through to the date of this Prospectus the BCA Group has continued to trade in line with Senior Management expectations and has continued to grow volumes, revenues and Adjusted EBITDA broadly in line with recent trends. For the year ended 31 December 2014, the BCA Group expects to report revenues of approximately £886 million (comprising Vehicle Remarketing Division revenues of £330 million and Vehicle Buying Division revenues of £556 million) and Adjusted EBITDA of no less than £80 million (comprising Vehicle Remarketing Division Adjusted EBITDA of £70 million, Vehicle Buying Division Adjusted EBITDA of £14 million, less central costs of £4 million). In 2014, 999 thousand vehicles were sold through the Vehicle Remarketing division and 143 thousand vehicles through the Vehicle Buying division.

Profit Estimate Further details of the above Profit Estimate for the BCA Group for the year ended 3l December 2014 and the related Accountants’ report are set out in Part XVII of this prospectus.

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Results of Operations of the BCA Group The following table sets out the Group’s income statement data for the periods indicated.

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) (£ million) Revenue ...... 254.3 262.5 442.3 149.2 458.4 Cost of sales ...... (66.9) (74.2) (233.0) (45.0) (330.4) Gross profit ...... 187.4 188.3 209.3 104.2 128.0 Operating costs ...... (149.8) (149.9) (169.2) (79.7) (121.2) Other income ...... 0.5 0.6 1.0 0.3 0.2 Operating profit ...... 38.1 39.0 41.1 24.8 7.0 Net finance costs ...... (41.5) (48.3) (65.3) (28.9) (28.3) Loss before income tax ...... (3.4) (9.3) (24.2) (4.1) (21.3) Income tax (expense)/credit ...... (0.9) 1.9 (2.9) (2.5) 0.2 Loss for the period ...... (4.3) (7.4) (27.1) (6.6) (21.1) Adjusted EBITDA (£ million)(1) ...... 49.4 51.4 62.5 30.2 43.4 Adjusted EBITDA margin (%)(2) ...... 19.4 19.6 14.1 20.2 9.5

Notes: (1) Adjusted EBITDA is calculated by adjusting operating profit to exclude depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investor, losses incurred in the first year of setting up new businesses and impairment charges on property, plant and equipment, intangibles and goodwill. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of revenue. See Part I: ‘‘Summary Information—Key Financial Information’’ for a reconciliation of Adjusted EBITDA to the Group’s operating profit and the calculation of Adjusted EBITDA margin. (2) Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of revenue.

Comparison of the Six Months Ended 30 June 2013 and 30 June 2014 Revenue Revenue increased by £309.2 million, or 207.2%, from £149.2 million in the six months ended 30 June 2013 to £458.4 million in the six months ended 30 June 2014. The increase reflected the consolidation of WBAC in the six months ended 30 June 2014 following its acquisition by the BCA Group in August 2013, as well as increased revenue within the Vehicle Remarketing Division.

• Vehicle Buying Revenue generated by the Vehicle Buying Division was £292.8 million in the six months ended 30 June 2014, reflecting the consolidation of WBAC. See ‘‘—Results of Operations of WBAC—Comparison of the Six Months Ended 30 June 2013 and 30 June 2014’’ for a discussion of WBAC’s revenue for the six months ended 2014.

• Vehicle Remarketing Revenue generated by the Vehicle Remarketing Division increased £16.4 million, or by 11.0%, from £149.2 million in the six months ended 30 June 2013 to £165.6 million in the six months ended 30 June 2014. Revenue attributable to the Vehicle Remarketing UK segment increased £12.8 million, or by 12.6%, from £101.4 million in the six months ended 30 June 2013 to £114.2 million in the six months ended 30 June 2014. The increase was primarily due to an increase in vehicles sold, up by 32 thousand vehicles, or by 9.7%, from 332 thousand vehicles for the six months ended 30 June 2013 to 364 thousand vehicles for the six months ended 30 June 2014. Strong growth from the vehicle buying and dealer vendor sectors were the main drivers of this volume increase, reflecting the continuing growth of WBAC and the strong new vehicle

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market during the first six months of 2014. Revenue per vehicle sold also increased, from £306 to £314, or by 2.6%, reflecting an increase achieved in transaction fee pricing and increased services penetration. Revenue attributable to the Vehicle Remarketing International segment increased £3.6 million, or by 7.5%, from £47.8 million in the six months ended 30 June 2013 to £51.4 million in the six months ended 30 June 2014. The increase was primarily due to an increase in the number of vehicles sold through the BCA Group, which increased by 15 thousand vehicles, or by 11.5%, from 131 thousand vehicles for the six months ended 30 June 2013 to 146 thousand vehicles for the six months ended 30 June 2014. Organic growth in the majority of territories was complemented by the acquisition in December 2013 of Fleet Select in the Netherlands, which was offset by a decline in volumes sold in Germany, mainly due to reduced supply from specific vendors, due to changes in their vehicle flow and resale processes. On a per vehicle basis, revenue per vehicle sold declined, from £364 to £351, or by 3.6%. This decrease was largely due to the impact of currency translation, reflecting the weaker Euro in the first half of 2014, which was down 3% versus the corresponding period.

Cost of sales Cost of sales increased £285.4 million, from £45.0 million in the six months ended 30 June 2013 to £330.4 million in the six months ended 30 June 2014. The increase reflected the consolidation of WBAC in the six months ended 30 June 2014 following its acquisition by the BCA Group in August 2013, as well as an increase in cost of sales within the Vehicle Remarketing Division described below.

• Vehicle Buying Cost of sales for the Vehicle Buying Division was £279.4 million in the six months ended 30 June 2014, reflecting the consolidation of WBAC. See ‘‘—Results of Operations of WBAC—Comparison of the Six Months Ended 30 June 2013 and 30 June 2014’’ for a discussion of WBAC’s cost of sales for the six months ended 30 June 2013 compared to the six months ended 30 June 2014.

• Vehicle Remarketing Cost of sales for the Vehicle Remarketing Division increased £6.0 million, or by 13.3%, from £45.0 million in the six months ended 30 June 2013 to £51.0 million in the six months ended 30 June 2014. The increase was primarily due to an increase in the number of vehicles sold. On a per vehicle basis, cost of sales increased from £97 per vehicle sold for the six months ended 30 June 2013 to £100 per vehicle sold for the six months ended 30 June 2014, an increase of 3.1%. The increase reflected costs associated with the increased penetration in services in the UK (e.g., transport and inspection services), together with increased costs resulting from a mix effect in the Vehicle Remarketing International segment where there was higher growth in higher cost, lower gross margin markets. This was offset, in part, by the impact of currency translation due to the weaker Euro in the first half of 2014.

Gross profit Gross profit increased £23.8 million, or by 22.8%, from £104.2 million in the six months ended 30 June 2013 to £128.0 million in the six months ended 30 June 2014. The increase reflected the consolidation of WBAC in the six months ended 30 June 2014 following its acquisition by the BCA Group in August 2013 as well as an increase in gross profit from the Vehicle Remarketing Division.

• Vehicle Buying Gross profit for the Vehicle Buying Division was £13.4 million in the six months ended 30 June 2014, reflecting the consolidation of WBAC. See ‘‘—Results of Operations of WBAC—Comparison of the Six Months Ended 30 June 2013 and 30 June 2014’’ for a discussion of WBAC’s gross margin for the six months ended 30 June 2013 compared to the six months ended 30 June 2014.

• Vehicle Remarketing Gross profit for the Vehicle Remarketing Division increased £10.4 million, or by 10.0%, from £104.2 million in the six months ended 30 June 2013 to £114.6 million in the six months ended 30 June 2014. On a per vehicle basis, gross profit remained stable at £225 per vehicle sold for both periods.

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Operating costs Operating costs increased £41.5 million, or by 52.1%, from £79.7 million in the six months ended 30 June 2013 to £121.2 million in the six months ended 30 June 2014. Operating costs include SONR costs which the BCA Group has adjusted for in determining Adjusted EBITDA. Of the £41.5 million increase in operating costs, £31.2 million related to the following SONR items: • management determined that two sites in the UK were of no continuing use to the BCA Group and that the leases of these sites should be provided for in accordance with IAS 17. A provision of £19.2 million was made in respect of these sites; • write-downs totalling £4.0 million were made in respect of certain Vehicle Remarketing International segment properties to reduce their carrying value to their estimated recoverable amount; • a charge of £5.2 million was recorded in respect of LTIP awards granted during the period in the form of shares, options and exit bonuses to certain members of the BCA Group’s management and other employees, and was accounted for in accordance with IFRS 2 and IAS 19. The charge for the period reflected the proportion of the time from issue to the likely date of the planned IPO which was subsequently aborted covered by the six months to 30 June 2014; • amortisation of acquired intangibles accounted for a charge of £1.7 million during the period. This charge related to the amortisation of brands and other intangibles recognised principally on the acquisition of WBAC; and • the remaining increase in SONR costs of £1.1 million included an amount of £0.6 million relating to the start-up trading losses of the Vehicle Buying Division in the Netherlands. Excluding SONR items and depreciation and amortisation, operating costs increased £10.5 million, or by 14.1%, from £74.3 million for the six months to 30 June 2013 to £84.8 million for the six months to 30 June 2014.

• Vehicle Buying Operating costs, excluding SONR items and depreciation and amortisation, for the Vehicle Buying Division were £4.7 million in the six months ended 30 June 2014, reflecting the consolidation of WBAC. See ‘‘—Results of Operations of WBAC—Comparison of the Six Months Ended 30 June 2013 and 30 June 2014’’ for a discussion of WBAC’s operating costs for the six months ended 30 June 2013 compared to the six months ended 30 June 2014.

• Vehicle Remarketing Operating costs for the Vehicle Remarketing Division, excluding SONR costs and depreciation and amortisation, increased £5.3 million, or by 7.3%, from £73.1 million in the six months ended 30 June 2013 to £78.4 million in the six months ended 30 June 2014. The increase reflected additional costs associated with the increased volumes handled, increased investment in the Group’s IT capabilities, increased costs associated with the acquired Fleet Select business, as well as the impact of underlying inflation on the Group’s operating cost base, in particular payroll costs. On a per vehicle basis, operating costs, excluding SONR costs and depreciation and amortisation, reduced from £158 per vehicle sold for the six months to 30 June 2013 to £154 per vehicle sold for the six months to 30 June 2014.

• Central costs Central costs increased £0.5 million, or by 41.7%, from £1.2 million in the six months ended 30 June 2013 to £1.7 million in the six months ended 30 June 2014. The increase reflected the strengthening of the Group’s finance and audit function, and the implementation of a revised incentive plan for BCA Group management.

Net finance costs Net finance costs decreased £0.6 million, or by 2.1%, from £28.9 million in the six months ended 30 June 2013 to £28.3 million in the six months ended 30 June 2014. The decrease largely reflected lower interest accrued on the Group’s PIK indebtedness following its partial repayment at the time of the WBAC acquisition in August 2013, which was partially offset by a higher interest charge on the increased senior

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debt balance that resulted from the refinancing that took place at the time of the WBAC acquisition (with the proceeds being used in part for the WBAC acquisition and for the partial repayment of PIK indebtedness).

Income tax charge Income tax charge decreased £2.7 million from an expense of £2.5 million in the six months ended 30 June 2013 to a credit of £0.2 million in the six months ended 30 June 2014. The decrease was primarily the result of the Group’s lower taxable profits due to the SONR items discussed above.

Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA increased £13.2 million, or by 43.7%, from £30.2 million in the six months ended 30 June 2013 to £43.4 million in the six months ended 30 June 2014. The increase reflected the consolidation of WBAC in the six months ended 30 June 2014 following its acquisition by the BCA Group in August 2013 as well as an increase in Adjusted EBITDA from the Vehicle Remarketing Division.

• Vehicle Buying Adjusted EBITDA for the Vehicle Buying Division was £8.7 million in the six months ended 30 June 2014, reflecting the consolidation of WBAC. See ‘‘—Results of Operations of WBAC—Comparison of the Six Months Ended 30 June 2013 and 30 June 2014’’ for a discussion of WBAC’s Adjusted EBITDA for the six months ended 30 June 2013 compared to the six months ended 30 June 2014.

• Vehicle Remarketing Adjusted EBITDA for the Vehicle Remarketing Division increased £5.0 million, or by 15.9%, from £31.4 million in the six months ended 30 June 2013 to £36.4 million in the six months ended 30 June 2014. Adjusted EBITDA for the Vehicle Remarketing UK segment increased £5.5 million, or by 23.6%, from £23.3 million in the six months ended 30 June 2013 to £28.8 million in the six months ended 30 June 2014. The increase reflected the additional sold volume, driving revenue and gross profit ahead of the increase in operating costs. Adjusted EBITDA for the Vehicle Remarketing International segment decreased £0.5 million, or by 6.2%, from £8.1 million to £7.6 million. Over and above the impact of currency translation due to the weaker Euro during the first six months of 2014, which accounted for 3.0% of the decline, the primary cause of the decrease was the performance of Germany. In addition to the reduced volume from specific customers referred to above, Germany is in the process of transition following the appointment of a new management team at the end of 2013. The new team is in the process of restructuring the business to build the capabilities required to take advantage of the opportunities that exist in the German market. Adjusted EBITDA of the rest of the business in continental Europe grew by 30% at constant exchange rates. Adjusted EBITDA margin, excluding central costs, decreased from 21.0% in the six months ended 30 June 2013 to 9.8% in the six months ended 30 June 2014. The decrease was primarily the result of the consolidation of WBAC in the six months ended 30 June 2014 following its acquisition by the BCA Group in August 2013.

• Vehicle Buying Adjusted EBITDA margin for the Vehicle Buying Division was 3.0% in the six months ended 30 June 2014, reflecting the consolidation of WBAC. See ‘‘—Results of Operations of WBAC—Comparison of the Six Months Ended 30 June 2013 and 30 June 2014’’ for a discussion of WBAC’s Adjusted EBITDA margin for the six months ended 30 June 2013 compared to the six months ended 30 June 2014.

• Vehicle Remarketing Adjusted EBITDA margin for the Vehicle Remarketing Division increased from 21.0% for the six months ended 30 June 2013 to 22.0% for the six months ended 30 June 2014.

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Adjusted EBITDA margin for the Vehicle Remarketing UK segment increased from 23.0% for the six months ended 30 June 2013 to 25.2% for the six months ended 30 June 2014. The increase reflected the stable gross profit per vehicle sold and increased operating efficiency in the first half of 2014. Adjusted EBITDA margin for the Vehicle Remarketing International segment decreased from 16.9% for the six months to 30 June 2013 to 14.8% for the six months to 30 June 2014. The Vehicle Remarketing International segment typically operates at a lower Adjusted EBITDA margin than the UK, due to the scale effect of operational scale in the UK. The reduction was largely due to the performance of Germany, together with a smaller impact from the mix effect of differing growth rates in territories with different Adjusted EBITDA margin characteristics.

Comparison of the Years Ended 31 December 2012 and 2013 Revenue Revenue increased £179.8 million, or by 68.5%, from £262.5 million in year ended 31 December 2012 to £442.3 million in the year ended 31 December 2013. The increase reflected the consolidation of WBAC in the 2013 financial statements from the date of its acquisition by the BCA Group on 16 August 2013 as well as increased revenue within the Vehicle Remarketing Division.

• Vehicle Buying Revenue generated by the Vehicle Buying Division was £148.8 million in the year ended 31 December 2013, reflecting the consolidation of WBAC from 16 August 2013. See ‘‘—Results of Operations of WBAC—Comparison of the Years Ended 31 December 2012 and 2013’’ for a discussion of WBAC’s revenue for the year ended 31 December 2012 compared to the year ended 31 December 2013.

• Vehicle Remarketing Revenue generated by the Vehicle Remarketing Division increased £31.0 million, or by 11.8%, from £262.5 million in the year ended 30 December 2012 to £293.5 million in the year ended 31 December 2013. Revenue attributable to the Vehicle Remarketing UK segment increased £20.8 million, or by 11.6%, from £179.1 million in the year ended 31 December 2012 to £199.9 million in the year ended 31 December 2013. The increase was primarily due to an increase in vehicles sold, up by 51.7 thousand vehicles, or by 8.7%, from 596 thousand vehicles for the year ended 31 December 2012 to 648 thousand vehicles for the year ended 31 December 2013. Strong growth from the vehicle buying and dealer vendor segments were the main drivers of this volume increase, reflecting the significant growth of WBAC (a key supplier of the Vehicle Remarketing Division throughout the year) and the strong new vehicle market during 2013, which drove dealer part-exchange volumes. Gains in these vendor sectors were partially offset by declines from the corporate sector, as the number of fleet vehicles reaching the end of their contracts continued to fall following the reduction in fleet sizes during the recession that followed the 2008 financial crisis. Revenue per vehicle sold also increased, from £301 to £309, or by 2.7%. This increase reflected an increase in lower margin services revenues, particularly logistics revenue following the acquisition of NKL at the beginning of 2013. This increase in services revenue was offset in part by an underlying decline in transaction fees per vehicle resulting from competitive price pressure. The BCA Group took the strategic decision to respond to competitor pricing to retain and grow Vehicle Remarketing volumes. Revenue attributable to the Vehicle Remarketing International segment increased £10.2 million, or by 12.2%, from £83.4 million in the year ended 31 December 2012 to £93.6 million in the year ended 31 December 2013. The increase was due to a combination of factors: an increase in the number of vehicles sold, which increased by six thousand vehicles, or by 2.1%, from 256 thousand vehicles for the year ended 31 December 2012 to 262 thousand vehicles for the year ended 31 December 2013; a strengthening Euro, which was responsible for 3.9% of the reported increase, and an increase in transaction and services fees, which was responsible for the balance of the increase. The relatively modest sold volume growth was a reflection of prevailing macroeconomic conditions, with much of continental Europe in recession, and new and used vehicle volumes down year-on-year. Southern Europe was particularly badly affected, with high unemployment, large fiscal deficits and negative economic growth directly impacting new and used vehicle retail sales. Given the impact the economic conditions were expected to have on volume growth opportunities, the BCA Group implemented a

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number of actions to increase fees, the success of which was reflected in the overall increase achieved. On a per vehicle basis, revenue per vehicle increased, from £325 to £357, or by 9.9%, part of which (3.9%) was due to the impact of currency translation.

Cost of sales Cost of sales increased £158.8 million, from £74.2 million in the year ended 31 December 2012 to £233.0 million in the year ended 31 December 2013. The increase reflected the consolidation of WBAC in the 2013 financial statements from the date of its acquisition by the BCA Group on 16 August 2013 as well as an increase in cost of sales within the Vehicle Remarketing Division.

• Vehicle Buying Cost of sales for the Vehicle Buying Division was £142.9 million in the year ended 31 December 2013, reflecting the consolidation of WBAC from 16 August 2013. See ‘‘—Results of Operations of WBAC— Comparison of the Years Ended 31 December 2012 and 2013’’ for a discussion of WBAC’s cost of sales for the year ended 31 December 2012 compared to the year ended 31 December 2013.

• Vehicle Remarketing Cost of sales for the Vehicle Remarketing Division increased £15.8 million, or by 21.3%, from £74.2 million in the year ended 31 December 2012 to £90.0 million in the year ended 31 December 2013. The increase was due to the 6.7% increase in the number of vehicles sold by the Vehicle Remarketing Division, the increase in direct costs related to the additional services income in the UK and International divisions, and the impact of currency translation. On a per vehicle basis, cost of sales increased from £87 per vehicle sold for the year ended 31 December 2012 to £99 per vehicle sold for the year ended 31 December 2013, an increase of £11.8 per vehicle, or 13.5%. The increase reflected costs associated with the increased services in the Vehicle Remarketing UK (largely due to the acquisition of NKL) and International segments, and the impact of currency translation due to the stronger Euro during 2013.

Gross profit Gross profit increased £21.0 million, or by 11.2%, from £188.3 million in the year ended 31 December 2012 to £209.3 million in the year ended 31 December 2013. The increase reflected the consolidation of WBAC in the year ended 31 December 2013 from the date of its acquisition by the BCA Group on 16 August 2013 as well as an increase in gross profit from the Vehicle Remarketing Division.

• Vehicle Buying Gross profit for the Vehicle Buying Division was £5.8 million in the year ended 31 December 2013, reflecting the consolidation of WBAC from 16 August 2013. See ‘‘—Results of Operations of WBAC— Comparison of the Years Ended 31 December 2012 and 2013’’ for a discussion of WBAC’s gross profit for the year ended 31 December 2012 compared to the year ended 31 December 2013.

• Vehicle Remarketing Gross profit for the Vehicle Remarketing Division increased £15.2 million, or by 8.1%, from £188.3 million in the year ended 31 December 2012 to £203.5 million in the year ended 31 December 2013. On a per vehicle basis, gross profit increased from £221 to £224 per vehicle sold, an increase of £3 per vehicle sold, or 1.3%. This reflected incremental gross profit from additional services in the UK and incremental services and transaction fees in the Vehicle Remarketing International segment offset by the decline in transactions fees in the Vehicle Remarketing UK segment.

Operating costs Operating costs increased £19.3 million, or by 12.9%, from £149.9 million in the year ended 31 December 2012 to £169.2 million in the year ended 31 December 2013. Operating costs include SONR costs which the BCA Group has adjusted for in determining Adjusted EBITDA. Of the £19.3 million increase in operating costs, £8.3 million comprised largely of the following SONR items: • increased restructuring costs of £2.5 million, relating primarily to management re-structuring and site closures;

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• increased new business acquisition costs of £4.4 million, largely connected with the acquisition of WBAC; and • amortisation of acquisition-related intangibles, which accounted for a charge of £1.4 million during the period. This charge related to the amortisation of brands and other intangibles recognised on the acquisition of WBAC. Excluding SONR items and depreciation and amortisation, operating costs increased £10.3 million, or by 7.5%, from £137.5 million in 2012 to £147.8 million in 2013.

• Vehicle Buying Operating costs (excluding SONR costs and depreciation and amortisation) for the Vehicle Buying Division were £2.5 million in the year ended 31 December 2013, reflecting the consolidation of WBAC from 16 August 2013. See ‘‘—Results of Operations of WBAC—Comparison of the Years Ended 31 December 2012 and 2013’’ for a discussion of WBAC’s operating costs for the year ended 31 December 2012 compared to the year ended 31 December 2013.

• Vehicle Remarketing Operating costs for the Vehicle Remarketing Division, excluding SONR costs and depreciation and amortisation, increased £7.5 million, or by 5.5%, from £135.3 million in the year ended 31 December 2012 to £142.8 million in the year ended 31 December 2013. The increase reflected additional costs associated with the increased volumes handled, the acquisition of NKL, the impact of underlying inflation on the Group’s operating cost base, in particular payroll costs, and the impact of currency translation on the International Division’s operating costs. On a per vehicle basis, operating costs, excluding depreciation and SONR costs, fell from £159 per vehicle sold in 2012 to £157 per vehicle sold in 2013.

• Central costs Central costs increased £0.3 million, or by 13.6%, from £2.2 million in the year ended 31 December 2012 to £2.5 million in the year ended 31 December 2013 in line with growth in the Group’s business.

Net finance costs Net finance costs increased £17.0 million, or by 35.2%, from £48.3 million in the year ended 31 December 2012 to £65.3 million in the year ended 31 December 2013. The increase largely reflected the capitalisation of accrued interest into principal on the Group’s shareholder loan note and PIK loan, together with the write-off of unamortised debt fees at the time of the WBAC acquisition.

Income tax charge Income tax charge increased £4.8 million, from a credit of £1.9 million in 2012 to a charge of £2.9 million in 2013. The increase was primarily due to higher non-deductible finance costs (including one-off costs relating to the acquisition of WBAC which were not considered tax-deductible).

Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA increased £11.1 million, or by 21.6%, from £51.4 million in the year ended 31 December 2012 to £62.5 million in the year ended 31 December 2013. The increase reflected the consolidation of WBAC following its acquisition by the BCA Group on 16 August 2013 as well as an increase in Adjusted EBITDA from the Vehicle Remarketing Division.

• Vehicle Buying Adjusted EBITDA for the Vehicle Buying Division was £3.3 million in 2013, reflecting the consolidation of WBAC from 16 August 2013. See ‘‘—Results of Operations of WBAC—Comparison of the Years Ended 31 December 2012 and 2013’’ for a discussion of WBAC’s Adjusted EBITDA for the year ended 31 December 2012 compared to the year ended 31 December 2013.

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• Vehicle Remarketing Adjusted EBITDA for the Vehicle Remarketing Division increased £8.1 million, or by 15.1%, from £53.6 million in the year ended 31 December 2012 to £61.7 million in the year ended 31 December 2013. Adjusted EBITDA for the Vehicle Remarketing UK segment increased £3.4 million, or by 8.4%, from £40.6 million in the year ended 31 December 2012 to £44.0 million in the year ended 31 December 2013. The main growth driver was the additional sold volume. However, the reduced transaction fees per vehicle, referred to in the revenue section above, suppressed gross profit growth with the result that, given the increase in operating costs, the growth in Adjusted EBITDA was marginally lower that revenue growth. Adjusted EBITDA for the Vehicle Remarketing International segment increased £4.7 million, or by 36.2%, from £13.0 million to £17.7 million. The increase reflected higher transaction and service fees, combined with sold volume growth, with some additional benefit from currency translation due to the stronger Euro against the pound during 2013 (up 3.9% versus 2012). Adjusted EBITDA margin, excluding central costs, decreased from 19.6% in the year ended 31 December 2012 to 14.1% in the year ended 31 December 2013. The decrease was primarily the result of the consolidation of WBAC following its acquisition by the BCA Group on 16 August 2013.

• Vehicle Buying Adjusted EBITDA margin for the Vehicle Buying Division was 2.2% in the year ended 31 December 2013, reflecting the consolidation of WBAC from its date of acquisition. See ‘‘—Results of Operations of WBAC—Comparison of the Years Ended 31 December 2012 and 2013’’ for a discussion of WBAC’s Adjusted EBITDA margin for the year ended 31 December 2012 compared to the year ended 31 December 2013.

• Vehicle Remarketing Adjusted EBITDA margin for the Vehicle Remarketing Division increased by 0.6 percentage points, from 20.4% for the year ended 31 December 2012 to 21.0% for the year ended 31 December 2013. Adjusted EBITDA margin for the Vehicle Remarketing UK segment declined by 0.7 percentage points, from 22.7% for the year ended 31 December 2012 to 22.0% for the year ended 31 December 2013. The decrease reflected the addition of lower margin logistics revenue (mainly through the acquisition of NKL) and the underlying decline in transaction fees. Adjusted EBITDA margin for the Vehicle Remarketing International segment increased by 3.3 percentage points, from 15.6% for the year to 31 December 2012 to 18.9% for the year to 31 December 2013. The main driver of this growth was increased transaction and services fees achieved during the year ended 31 December 2013.

Comparison of the Years Ended 31 December 2011 and 2012 Revenue Revenue increased £8.2 million, or by 3.2%, from £254.3 million in year ended 31 December 2011 to £262.5 million in the year ended 31 December 2012. Revenue attributable to the Vehicle Remarketing UK segment increased £11.1 million, or by 6.6%, from £168.0 million in the year ended 31 December 2011 to £179.1 million in the year ended 31 December 2012. The increase was due to an increase in transaction and services fees, given that there was no increase in vehicles sold, which remained static at 596 thousand vehicles sold. Increases in supply from the vehicle buying and dealer vendor sectors were matched by declines in supply from the corporate sector, as the number of fleet vehicles reaching the end of their contracts continued to fall following the reduction in fleet sizes during the recession post the 2008 financial crisis. However, increases in fees resulted in revenue per vehicle increasing, from £282 to £301, or by 6.6%. The majority of this increase was achieved from significant growth in logistics services, incorporating transport and inspection, resulting from new account wins as well as increased business from established customers, with the lesser part of the overall increase coming from an increase in transaction fees. Revenue attributable to the Vehicle Remarketing International segment decreased £2.9 million, or by 3.4%, from £86.3 million in the year ended 31 December 2011 to £83.4 million in the year ended

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31 December 2012. The decrease was due to a combination of factors: a weakening Euro, which was responsible for 6.7% of the reported decrease, was offset by an increase in the number of vehicles sold, which increased by 22 thousand vehicles, or by 9.2%, from 235 thousand vehicles for the year ended 31 December 2011 to 256 thousand vehicles for the year ended 31 December 2012 with the balance of the decrease due to a decrease in transaction and services fees per vehicle sold. On a per vehicle basis, revenue per vehicle declined, from £368 to £325, or by 11.5% (of which 6.7% was due to the impact of currency translation). The remaining decline in revenue per vehicle was largely due to developments in the French and German businesses. In France, the Group’s operations were completing the transition from a business-to-consumer model that was inherited at the time the business was acquired to a business-to-business model. This change necessitated a reduction in transaction fees to align the business with the levels required for a wholesale exchange, which facilitated the opportunity to accelerate volume (and ultimately EBITDA growth), but at the expense of revenue per vehicle. In Germany, declining supply from the corporate sector was replaced by growth in dealer volumes, both from established accounts and new customers. However, the differential fees associated with the two vendor sectors negatively impacted revenue per vehicle, which had an adverse effect on revenue and profitability.

Cost of sales Cost of sales increased £7.3 million, or by 10.9%, from £66.9 million in the year ended 31 December 2011 to £74.2 million in the year ended 31 December 2012. The increase was due to the 2.6% overall increase in the number of vehicles sold by the Vehicle Remarketing Division and the increase in direct costs related to the additional services income in the UK, which were partially offset by the impact of currency translation. On a per vehicle basis, cost of sales increased from £80 per vehicle sold in 2011 to £87 per vehicle sold in 2012, an increase of £7 per vehicle, or 8.8%. The increase reflected costs associated with the significant increased penetration in services in the UK.

Gross profit Gross profit remained relatively static at £188.3 million in 2012, compared to £187.4 million in 2011. On a per vehicle basis, gross profit per vehicle sold declined from £226 in 2011 to £221 in 2012, a decrease of 2.2%, reflecting the fact that the benefits of incremental gross profit from additional services and transaction fees in the UK were insufficient to offset the decline in international revenues.

Operating costs Operating costs remained relatively static at £149.9 million in 2012, compared to £149.8 million in 2011. Operating costs include SONR costs which the BCA Group has adjusted for in determining Adjusted EBITDA. However, there was an immaterial change in SONR items between the two years.

• Vehicle Remarketing Operating costs for the Vehicle Remarketing Division, excluding SONR costs and depreciation, decreased £1.5 million, or by 1.0%, from £136.8 million in the year ended 31 December 2011 to £135.3 million in the year ended 31 December 2012. The decrease reflected the impact of currency translation on the International segment’s operating costs and cost reduction efforts by the BCA Group in light of the underlying trading performance, net of modest inflationary increases across the operating cost base. On a per vehicle basis, operating costs, excluding SONR costs and depreciation and amortisation, fell from £165 per vehicle sold in 2011 to £159 per vehicle sold in 2012.

• Central costs As set out in ‘‘—Adjusted EBITDA and Adjusted EBITDA margin’’, central costs increased by £0.5 million.

Net finance costs Net finance costs increased £6.8 million, or by 16.4%, from £41.5 million in the year ended 31 December 2011 to £48.3 million in the year ended 31 December 2012. The increase largely reflected the capitalisation of accrued interest into principal on the Group’s shareholder loan note and PIK loan.

Income tax charge The Group’s income tax charge was £0.9 million in 2011, compared to an income tax credit of £1.9 million in 2012. The change was primarily due to the recognition of deferred tax assets in respect of taxes in France.

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Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA increased £2.0 million, or by 4.0%, from £49.4 million in the year ended 31 December 2011 to £51.4 million in the year ended 31 December 2012.

• Vehicle Remarketing Adjusted EBITDA for the Vehicle Remarketing Division increased £2.5 million, or by 4.9%, from £51.1 million in the year ended 31 December 2011 to £53.6 million in the year ended 31 December 2012. Adjusted EBITDA for the Vehicle Remarketing UK segment increased £2.8 million, or by 7.4%, from £37.8 million in the year ended 31 December 2011 to £40.6 million in the year ended 31 December 2012. The main growth driver was the increased services revenue, together with the increased transaction fees, which combined to produce Adjusted EBITDA growth in the absence of sold volume growth. Adjusted EBITDA for the Vehicle Remarketing International segment decreased £0.3 million, or by 2.3%, from £13.3 million to £13.0 million. Before taking into account the negative impact of currency translation, a small like-for-like increase was achieved. This reflected the impact of the additional vehicles sold, which broadly compensated for the reduced revenue and gross profit per vehicle.

• Central costs Central costs increased £0.5 million, from £1.7 million in the year ended 31 December 2011 to £2.2 million in the year ended 31 December 2012 as a result of investment in central team resources and higher performance-based bonuses. Adjusted EBITDA margin for the BCA Group increased by 0.2%, from 19.4% for the year ended 31 December 2011 to 19.6% for the year ended 31 December 2012. Adjusted EBITDA margin for the Vehicle Remarketing Division, excluding central costs, increased by 0.3%, from 20.1% for the year ended 31 December 2011 to 20.4% for the year ended 31 December 2012. Adjusted EBITDA margin for the Vehicle Remarketing UK segment increased by 0.2% from 22.5% for the year ended 31 December 2011 to 22.7% for the year ended 31 December 2012. The increase reflected the impact of additional transaction fees and better control of operating costs.

Liquidity and Capital Resources During the periods under review, the Group’s principal liquidity requirements arose from the need to fund the purchase in 2010 of the BCA Group by CD&R, the acquisition of WBAC in August 2013, ongoing capital investment and fluctuations in working capital. The Group’s liquidity needs were primarily funded from the Senior Facilities Agreement, PIK indebtedness, shareholder loans and cash generated from operations. For the period from 1 January 2011 to 16 August 2013, the Senior Facilities Agreement comprised a term loan of £114.0 million and a revolving credit facility. To fund the acquisition of WBAC, the Senior Facilities Agreement was amended to comprise a multi-currency term loan of £268.8 million, a revolving credit facility of £65 million and a capex facility of £10 million. See Part XIX: ‘‘Additional Information—Material Contracts’’.

Cash Flow Information for the BCA Group The following table sets out the Group’s summary cash flow data for the periods indicated.

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (Unaudited) (£ million) (£ million) Net cash inflow from operating activities ...... 28.7 37.9 17.5 48.2 75.1 Net cash outflow from investing activities ...... (7.2) (12.8) (110.7) (9.7) (9.4) Net cash (outflow)/inflow from financing activities ...... (18.3) (14.7) 87.1 (5.1) (11.5) Net increase/(decrease) in cash and cash equivalents ..... 3.2 10.4 (6.1) 33.4 54.2 Cash and cash equivalents at 1 January ...... (5.1) (1.9) 8.5 8.5 2.4 Cash and cash equivalents at period end ...... (1.9) 8.5 2.4 41.9 56.6

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Comparison of the Six Months Ended 30 June 2013 and 30 June 2014 Net cash inflow from operating activities Net cash inflow from operating activities increased £26.9 million from £48.2 million in the six months ended 30 June 2013 to £75.1 million in the six months ended 30 June 2014. This increase was due to cash generated from the sale of inventory acquired by the Vehicle Buying Division in December 2013 and the higher level of activity in the six months ended 30 June 2014, which resulted in an increase in the negative working capital of the Vehicle Remarketing Division.

Net cash outflow from investing activities Net cash outflow from investing activities decreased £0.3 million from £9.7 million in the six months ended 30 June 2013 to £9.4 million in the six months ended 30 June 2014. This decrease primarily reflected the higher cash outflows in 2014 that were associated with the development of the Group’s new auction site in the Netherlands, increased investment in IT of £1.4 million and £1.0 million of capital expenditure in WBAC compared to the £4.6 million outflow in 2013 relating to the purchase of NKL, a logistics service provider in the UK. The expenditure in 2014 of £1.5 million relating to the new auction centres at Barneveld in the Netherlands comprised the final expenditure on the site with the site starting operation in March 2014. Capital expenditure on the site has totalled £11.5 million over the past three years.

Net cash (outflow)/inflow from financing activities Net cash outflow from financing activities increased £6.4 million from £5.1 million in the six months ended 30 June 2013 to £11.5 million in the six months ended 30 June 2014. This increase was due to the repayment of £11.5 million under the Senior Facilities Agreement in 2014 compared to £5.1 million in 2013.

Comparison of the Years Ended 31 December 2012 and 2013 Net cash inflow from operating activities Net cash inflow from operating activities decreased £20.4 million from £37.9 million in 2012 to £17.5 million in 2013. This decrease was the result of the use of cash to fund an increase in inventory for WBAC subsequent to its acquisition, which was partly offset by a cash inflow arising from an improvement in receivables. In the Vehicle Remarketing Division, the cash movement arising from the net change in working capital, was not material.

Net cash outflow from investing activities Net cash outflow from investing activities increased £97.9 million from £12.8 million in 2012 to £110.7 million in 2013, principally due to the acquisition of WBAC in August 2013 and two smaller acquisitions. Total consideration before fees for the acquisition of WBAC was £129.1 million, of which £87.5 million was paid in cash, with the remainder satisfied through the issue of shares and debt. Capital expenditure in the period rose by £4.9 million, as discussed below under ‘‘—Capital Expenditure’’. This was offset in part by proceeds of £2.8 million from the sale of a property in Belgium as a result of the decision to close physical sites in that country.

Net cash (outflow)/inflow from financing activities Net cash (outflow)/inflow from financing activities increased £101.8 million from an outflow of £14.7 million in 2012 to an inflow of £87.1 million in 2013. In 2013, to fund the acquisition of WBAC and a repayment of £60.6 million of PIK indebtedness, the loan facility was increased by £173.1 million.

Comparison of the Years Ended 31 December 2011 and 2012 Net cash inflow from operating activities Net cash inflow from operating activities increased £9.2 million from £28.7 million in 2011 to £37.9 million in 2012. The principal factors contributing to this increase were an improvement in Adjusted EBITDA of £2.0 million and an increase in the net negative working capital position from £82.9 million as of 31 December 2011 to £87.9 million as of 31 December 2012.

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Net cash outflow from investing activities Net cash outflow from investing activities increased £5.6 million from £7.2 million in 2011 to £12.8 million in 2012 due to the first instalment for the purchase of the Barneveld auction site in the Netherlands for £3.9 million and increased investment in IT.

Net cash outflow from financing activities Net cash outflow from financing activities decreased £3.6 million from £18.3 million in 2011 to £14.7 million in 2012. The principal factors contributing to this decrease were the Group’s repayment of £160.2 million of debt in 2011 using the proceeds of the issue of PIK certificates with a principal value of £166 million compared to a repayment of £17.8 million of bank debt in 2012.

Capital Expenditure The Group’s capital expenditure consists of the costs of development of new locations and the purchases of vehicles, fixtures and fittings and computer systems, as well as the internal development of software and web sites. The table below presents the Group’s capital expenditures in the periods under review:

Year ended Six months 31 December ended 2011 2012 2013 30 June 2014 (£ million) (£ million) Internally generated and other intangibles ...... 3.5 4.1 5.9 2.7 Land and buildings ...... 0.4 4.3 7.2 1.7 Plant and machinery ...... 2.5 3.2 3.2 3.1 Fixtures and fittings ...... 1.3 1.3 1.5 2.3 Total capital expenditures ...... 7.7 12.9 17.8 9.8

Internally generated and other intangibles primarily comprised software developed internally and licences acquired. Expenditure rose in the years ended 31 December 2012 and 2013 because the BCA Group invested further in digital applications and tools for use in the business and with customers. Plant and machinery and fixtures and fittings comprised the equipment used in the Group’s operations and the costs of fitting out new offices for the BCA Group. The expenditure on land and buildings in the years ended 31 December 2012 and 2013 was primarily the result of the investment in the new site at Barneveld in the Netherlands at a total cost of £11.5 million. The BCA Group expects an increased level of capital expenditure in the second half of 2014, particularly in respect of systems and software. The BCA Group anticipates that this will continue in 2015 and 2016 with a level of expenditure broadly in line with historic average expenditure levels of 22% of Adjusted EBITDA.

Financial Liabilities and Contractual Obligations Indebtedness The following tables set out the Group’s total borrowings and their maturity profile as of 30 June 2014.

As of 30 June 2014 (£ million) Bank borrowings ...... 268.1 Loan notes—PIKs ...... 160.0 Balance due to ultimate controlling party ...... 178.6 Total ...... 606.7

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As of 30 June Maturity profile 2014 (£ million) Within 1 year ...... 1.6 1 - 2 years ...... 2.3 2 - 5 years ...... 339.7 Over 5 years ...... 263.0 Total ...... 606.7

Loans The Group’s principal bank loans are provided under the Senior Facilities Agreement, a £268.8 million multi-currency term loan, a £65 million revolving credit facility and a capex facility of £10 million dated 24 December 2009, as amended or as amended and restated on 22 February 2010, 12 March 2010, 22 April 2010, 3 May 2012, 28 March 2013 and 12 August 2013, between the BCA Group and a number of banking institutions. See Part XIX: ‘‘Additional Information—Material Contracts’’. The borrowings under the Senior Facilities Agreement are stated net of unamortised issue costs of £7.4 million as at 30 June 2014, are denominated in pound sterling and Euro, bear interest based on LIBOR and EURIBOR and are secured by a fixed and floating charge over the Group’s present and future assets. As at 30 June 2014, the amount outstanding under the Senior Facilities Agreement (including principal and accrued interest) was £273.3 million. As of 30 June 2014, £173.6 million of the Group’s borrowings under the Senior Facilities Agreement were subject to interest rate swap agreements which expire on or after the date which is three years from the date of completion of the acquisition of Pennine Metals B Limited by the BCA Group. Under the Senior Facilities Agreement, £65 million is provided in the form of a revolving credit facility which is available to fund the Group’s general corporate and working capital requirements, as detailed in ‘‘—Working Capital’’ below. The BCA Group is also funded by a loan from its ultimate controlling shareholder, Target. As at 30 June 2014, the amount outstanding under this loan (including principal and accrued interest) was £178.6 million, and it is scheduled to mature in two instalments on 24 February 2018 and 11 September 2028. The balance accrues interest at 12.1% per annum. On 15 April 2011, BCA Osprey II Limited issued PIK certificates with a principal value of £166 million pursuant to a PIK facility agreement dated 6 April 2011 (as amended or as amended and restated from time to time) made between, inter alia, BCA Osprey II Limited and certain financial institutions (the ‘‘PIK Facility Agreement’’). The indebtedness under the PIK Facility Agreement is denominated in pounds sterling and Euro, accrues interest at 12.5% and is scheduled to mature on 17 August 2017. The loan (the ‘‘PIK Loan’’) under the PIK Facility Agreement was issued at a discount of 3.5%, which is being accrued and charged to the income statement over the term of the PIK Loan. The PIK Loan is stated net of issue costs (£0.6 million at 31 December 2013) which are allocated to the profit and loss account over the term of the PIK Loan at a constant rate. As at 30 June 2014, the amount outstanding under the PIK Facility Agreement, including principal and accrued interest but net of unamortised debt fees and original issue discount, was £160.0 million. Any prepayment of the PIK Loan shall be made together with accrued but unpaid interest and, in respect of any prepayment (whether voluntary or as a result of a ‘‘change of control’’ event) made following completion, a make-whole premium amount of up to 3.00% of the Accreted Loan Amount (as set out in the PIK Facility Agreement). It is anticipated that all of the foregoing indebtedness which is outstanding will be repaid promptly following Admission, through a combination of the proceeds of the Placing and new indebtedness to be raised under the New Facilities Agreement described below. Of the amounts payable by the BCA Group to the ultimate controlling party (principal and capitalised interest), £153.8 million is repayable on 24 February 2018 and £24.8 million is repayable on 11 September 2028. The balance accrues interest at 12.1% per annum. Interest is not payable until the end of the loan. Accrued interest is capitalised into the principal value of the loan each December. It is intended the amounts receivable from the BCA Group to the Target will be transferred from Target to BCA Osprey I Limited in exchange for the issue of shares by BCA Osprey I Limited.

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New Facilities Agreement On 26 March 2015, the Company entered into the New Facilities Agreement. Certain members of the Group will accede as borrowers and/or guarantors thereunder. The total commitments being made available under the New Facilities Agreement are £300 million. The facilities will be comprised of a £200 million term loan facility (the ‘‘New Term Loan Facility’’) and a £100 million revolving facility (the ‘‘New Revolving Credit Facility’’) for the purposes of refinancing certain existing indebtedness of the Group and the general corporate and working capital purposes of the Group (respectively). The New Term Loan Facility and New Revolving Credit Facility are scheduled to mature five years after the ‘‘Closing Date’’ being the date of Admission. The borrowings under the New Facilities Agreement will bear interest at the aggregate of (i) the applicable margin and (ii) LIBOR or, in relation to any loan in Euro, EURIBOR. The applicable margin is subject to a leverage ratchet and accordingly ranges from (i) 1.50% to 2.50% (although these rates are subject to potential flex in connection with the syndication of the New Facilities Agreement of up to 0.5% above each of these rates). The borrowings under the New Facilities Agreement will be secured and guaranteed. Immediately following Admission, the Group will use the drawings under the New Term Loan Facility, together with part of the proceeds of the Placing, to repay existing indebtedness under the Senior Facilities Agreement (and cancel the loan facilities thereunder). See Part XIX: ‘‘Additional Information—Material Contracts—New Facilities Agreement’’ for a more detailed description of the terms of the New Facilities Agreement.

Invoice-Discounting Facility To fund advances to customers of the BCA Group’s buyer finance services, the BCA Group entered into an invoice-discounting facility in July 2014, which will fund up to 90% of the advances made. This facility is in an amount of £30 million.

Working Capital The Vehicle Remarketing Division typically operates with negative working capital because funds are remitted to vendors after receipt from purchasers. Consequently, the Vehicle Remarketing Division’s cash position is at its highest at those times of highest activity, with the lowest position corresponding to the period over Christmas and New Year when activity is at its lowest. Working capital in the Vehicle Buying Division principally comprises inventory, being purchased vehicles held for less than 10 days before disposal. At the year end, the BCA Group may also elect to increase its stock-holding in the Vehicle Buying Division to take advantage of the opportunity to sell into the typically stronger January market with a consequential further reduction in its year-end cash balance. The above factors are apparent in the working capital movement of the BCA Group between 31 December 2013 and 30 June 2014. The Group’s working capital as of 31 December 2013 was negative £55.4 million and negative £110.4 million as of 30 June 2014. The movement of £55.0 million reflected the impact of increased level of activity within the Vehicle Remarketing Division together with the reduction in inventory in the Vehicle Buying Division, as the 31 December 2013 inventory of £29.7 million reduced to a more normal non year-end level of £11.4 million To ensure that sufficient liquidity exists to cover the year-end cash low point, the BCA Group ensures that it has access to a suitably sized revolving credit facility as part of its overall senior debt package. See ‘‘— Financial Liabilities and Contractual Obligations—Indebtedness’’.

Commitments and Contingent Liabilities Operating Lease Commitments The BCA Group leases properties with an aggregate annual lease charge of £29.2 million as of 31 December 2013, primarily comprising properties in the UK that are subject to long-term leases that expire in 2031. The underlying cash costs of a significant majority of these leases will increase 3% each year, and the majority of lease agreements are renewable at the end of the lease period at market rate. The BCA Group also leases various plant and machinery under non-cancellable leases, with respect to which the expenditure charged to the income statement in the year ended 31 December 2013 was £1.1 million.

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The future aggregate minimum lease payments under non-cancellable operating leases as follows:

As of 30 June 2014 (£ million) Within 1 year ...... 24.6 Later than 1 year and less than 5 years ...... 101.8 After 5 years ...... 394.5 Total ...... 521.0

Off-Balance Sheet Items As of 30 June 2014, the BCA Group had not entered into any off-balance sheet transactions.

Quantitative and Qualitative Disclosures about Market Risk The BCA Group is exposed to the following risks related to financial instruments: market risk, foreign exchange risk and liquidity risk.

Market Risk Credit Risk The BCA Group has no concentrations of credit risk. The BCA Group has policies in place to ensure that sales are made to clients with an appropriate credit history. Cash and cash equivalents are held with reputable institutions. No credit limits were exceeded during the periods under review, and the BCA Group does not expect any losses from non-performance by these counterparties. The Company believes there is no further credit risk provision required in excess of normal provision for doubtful receivables.

Interest Rate Risk The Group’s interest rate risk arises from the Group’s borrowings as disclosed in Note 18 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information’’. Where possible, the BCA Group seeks to fix the interest rates that it pays to mitigate the risk of interest rate fluctuations. Accordingly, both the Group’s PIK indebtedness and shareholder loan notes carry a fixed rate of interest. However, the term loan and any drawings under its revolving credit facility carry a variable rate of interest. To mitigate its interest risk, the BCA Group entered into interest rate swaps with a principal value of £173.6 million at 30 June 2014 (31 December 2013: £173.6 million; 2012: £92.2 million; 2011: £95.4 million). The BCA Group intends to continue to use interest rate swaps to fix the interest rate on up to 70% of its debt for a period of up to three years. At 30 June 2014, if the rate on floating rate borrowings for the relevant period had been 0.5% higher with all other variables held constant, the Group’s post-tax profit for the six months ended 30 June 2014 would have been £0.5 million lower (2013: £0.5 million lower; 2012: £0.1 million lower; 2011: £0.2 million lower), mainly as a result of higher interest expense on floating rate borrowings.

Price Risk The BCA Group is exposed to the risk of decreases in the volume of vehicles held as inventory, principally in its Vehicle Buying Division. The impact on the results of the BCA Group is however minimal, due to the short inventory holding period, which is typically less than 10 days.

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Foreign Exchange Risk The BCA Group operates principally in the UK and continental Europe and is therefore exposed to foreign exchange risk. A table of the Euro exchange rates used by the BCA Group for the purposes of its consolidated financial statements is presented below:

For the year ended For the six months 31 December ended 30 June 2011 2012 2013 2013 2014 (E per £) Euro—average ...... 1.1469 1.2296 1.1832 1.1813 1.2173 Euro—closing ...... 1.1972 1.2332 1.2031 1.1694 1.2484 Foreign exchange risk arises primarily on recognised assets and liabilities and net investments in foreign operations. Revenues and costs of these non-UK operations are mainly denominated in the currencies of the countries in which the operations are located. The functional currency of the revenues and Adjusted EBITDA of the BCA Group are as follows for the periods indicated:

For the year ended Pound 31 December Euro sterling Other 2013 Revenue (£ million) ...... 82.7 348.7 10.9 442.3 Revenue (%) ...... 19 79 2 100 Adjusted EBITDA (£ million) ...... 14.0 44.8 3.7 62.5 Adjusted EBITDA (%) ...... 22 72 6 100

For the six months Pound ended Euro sterling Other 30 June 2014 Revenue (£ million) ...... 45.6 407.0 5.8 458.4 Revenue (%) ...... 10 89 1 100 Adjusted EBITDA (£ million) ...... 5.4 35.8 2.2 43.4 Adjusted EBITDA (%) ...... 12 83 5 100 The BCA Group does not have significant transactional foreign currency cash flow exposures. The BCA Group does not normally hedge profit translation exposures since such hedges have only a temporary effect. The BCA Group monitors its exposure to currency fluctuations on an ongoing basis. The BCA Group maintains a proportion of its Net debt in Euros to match the currency in which its Adjusted EBITDA is generated. If pound sterling had strengthened by 10% against the Euro for the relevant period with all other variables held constant, Adjusted EBITDA for the six months ended 30 June 2014 would have been £0.5 million lower (2013: £1.3 million lower; 2012: £0.9 million lower; 2011: £0.9 million lower), mainly as a result of a reduction of the equivalent value in pound sterling of profits denominated in Euros. The currencies in which the Group’s trade and other receivables, trade and other payables and loans and overdrafts are denominated are set out below: Trade and other receivables:

As of 31 December As of 2011 2012 2013 30 June 2014 (£ million) Pound sterling ...... 25.8 31.1 33.6 62.1 Euro ...... 21.8 33.2 40.4 27.8 Other ...... 3.0 2.1 3.5 6.0 50.6 66.4 77.5 95.9

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Trade and other payables:

As of 31 December As of 2011 2012 2013 30 June 2014 (£ million) Pound sterling ...... 99.4 110.2 112.7 162.4 Euro ...... 33.3 42.3 49.8 45.2 Other ...... 2.9 4.2 3.6 12.8 135.6 156.7 166.1 220.4

Loans and overdrafts:

As of 31 December As of 2011 2012 2013 30 June 2014 (£ million) Pound sterling ...... 325.4 343.0 508.7 499.6 Euro ...... 78.0 81.8 99.1 107.1 403.5 424.8 607.8 606.7

Liquidity Risk Cash flow forecasting is performed in the operating entities of the BCA Group and aggregated by the Group’s finance function, which monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the BCA Group minimises the risk of breaching borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plan and covenant compliance requirements on its borrowings. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows as of 30 June 2014.

Between Between Contractual Within 1 and 2 2 and 5 Over Carrying Total 1 year years years 5 years (£ million) Borrowings ...... 606.7 615.2 3.4 4.0 344.7 263.1 Trade and other payables ...... 220.4 169.1 169.1 — — —

Critical Accounting Policies The preparation of the BCA Group Financial Information requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates, with any changes arising being recognised in the year in which the change in estimate is made or the final result determined. The Directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the BCA Group Financial Information.

Impairment of Goodwill The BCA Group reviews assets that have an indefinite useful life at least annually to assess whether their recoverable amount exceeds their carrying value. The recoverable amount is defined as the higher of fair value less costs to sell and value in use, which in turn is the present value of the future cash flows expected to be derived from the asset. The recoverable amount of goodwill and acquired intangible assets is assessed on the basis of the value in use of the cash generating unit (‘‘CGU’’) or group of cash generating units to which they are attributed. The estimate of value in use, and hence the outcome of the impairment test, is sensitive to the assumptions made about the revenue growth, EBITDA margin, the long-term growth rate

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of the relevant market, and the discount rate considered appropriate to reflect the time value of money and any risks specific to the CGU that are not reflected in the cash flows.

Impairment of Property, Plant and Equipment Where there is evidence of diminution in value, the BCA Group reviews an item of property, plant and equipment, in particular property and other intangible assets, to assess whether the recoverable amount exceeds the carrying value. The recoverable amount is defined as the higher of fair value less costs to sell and value in use, which in turn is the present value of the future cash flows expected to be derived from the asset. The estimate of value in use, and hence the outcome of the impairment test, is sensitive to the assumptions made about the revenue growth, EBITDA margin, the long-term growth rate of the relevant market, and the discount rate considered appropriate to reflect the time value of money and any risks specific to the asset that are not reflected in the cash flows.

Acquired Intangibles Valuation On acquisition of a business, the BCA Group assesses the fair value of the assets acquired. The BCA Group then identifies and evaluates the value of intangible assets such as customer relationships and the brands and trademarks of the acquired business. Determination of the value of these assets requires the BCA Group to estimate future cash flows arising from the ownership of the asset net of appropriate charges for other assets necessary to generate the flows. These estimates are sensitive to assumptions made about revenue growth, profit margins and the discount rate considered appropriate to reflect the time value of money and the likely economic life of the asset acquired. In determining the period over which the asset is to be amortised, the BCA Group must also assess the likely economic life of the asset. The most material of the acquired intangible assets is the brand of WBAC, as disclosed in Note 11 to the BCA Group Financial Information of ‘‘Part XIV: Historical Financial Information’’.

Taxation Accruals for current tax and amounts payable under local indirect taxes such as sales taxes and VAT are based on the Group’s interpretation of country-specific tax law, and require judgements about the likelihood that tax positions taken will be sustained. Management estimates the amount of taxes payable based upon their analysis and determines whether provision should be made for potential settlement of disputed positions through negotiation. All such provisions are included in current liabilities. Any estimated exposure to interest on tax liabilities is provided for in the related tax charge. Deferred tax arises where the treatment of an amount for taxation differs from its treatment in the financial statements of the BCA Group. Where deductions and losses for taxation in a period may be carried forward management must assess in deciding whether to recognise a deferred tax asset the likelihood of future profits sufficient to utilise those amounts to be carried forward.

Share Based Payments and Long Term Incentive Plans A number of awards have been granted to employees the benefit of which is expressed in the form of shares of the Group’s parent company or the performance of the value of the Company compared to specific targets and benchmarks. Certain awards vest on the successful sale or flotation of the business. The BCA Group estimates the value of these awards by considering the value of the business based on a number of factors. The amount to be charged to income in any given period is sensitive to assumptions regarding the probable date of sale or public flotation of the BCA Group. Changes in estimates are recognised in the period when such change arises.

Provisions for Onerous Leases When the present value of the future cash flows receivable from the operation of leased assets is less than the present value of the rental payments to which the BCA Group is committed, the BCA Group provides for any further onerous element of the contract (for all leases). Determining the amount of such a provision requires estimating the future net cash flows receivable in respect of these assets, and in the particular case where the leased properties are vacant this requires assessing the likely period for which the property will remain vacant, the cost of any works required to enhance its marketability and the rental income receivable when the property is sublet. Actual cash flows paid and received may differ materially from the estimated amounts on which the provisions are based.

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Other Intangible Assets, Capitalisation of Own Work Internally generated assets, where it is clear that the ability to develop the assets is technically feasible and will be completed and that the asset will generate economic benefit, are capitalised as an intangible asset. Amounts capitalised include the total cost of any external products or services and labour costs directly attributable to development. Management judgement is involved in reviewing expectations of future events that are believed to be reasonable under the circumstances, and as to whether the related projects meet the criteria as set out in IAS 38 (Intangible Assets). Other development costs that do not meet the above criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. The charge in respect of periodic amortisation is derived by estimating an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced amortisation charge in the income statement. The useful life is determined by management at the time an asset is acquired or developed and brought into use and is reviewed at least annually for appropriateness. For computer software licences, the useful life represents management’s view of the expected period over which the BCA Group will receive benefits from the software. For unique software products developed and controlled by the BCA Group, the life is based on historical experience with similar products as well as anticipation of future events which may impact their useful life, such as changes in technology.

Results of Operations of WBAC In order to present a more detailed picture of the historical results of operations of the Vehicle Buying Division, including during the periods before the Group’s acquisition of WBAC on 16 August 2013, below is a description and analysis of certain financial information of WBAC on a stand alone basis as of and for the years ended 31 December 2011, 2012 and 2013 and as of and for the six months ended 30 June 2013 and 2014, which is based on the WBAC Financial Information, included elsewhere in this Prospectus. The following table sets out WBAC’s income statement and other financial data for the periods indicated.

Six months Year ended 31 December ended 30 June 2011 2012 2013 2013 2014 (£ million) (Unaudited) (£ million) Revenue ...... 267.1 296.5 440.2 237.0 292.8 Cost of sales ...... (257.8) (283.7) (423.9) (228.4) (279.4) Gross profit ...... 9.3 12.8 16.3 8.6 13.4 Operating costs ...... (6.2) (7.6) (11.8) (3.9) (8.2) Operating profit ...... 3.1 5.2 4.5 4.7 5.2 Net finance costs ...... (0.5) (0.7) (0.7) (0.5) (0.2) Profit before taxation ...... 2.6 4.5 3.8 4.2 5.0 Income tax expense ...... (0.8) (0.9) (1.4) (0.9) (1.8) Profit for the year ...... 1.8 3.6 2.4 3.3 3.2 Adjusted EBITDA ...... 4.1 6.0 8.6 5.0 8.7 Adjusted EBITDA margin (%) ...... 1.5 2.0 2.0 2.1 3.0

Comparison of the Six Months Ended 30 June 2013 and 30 June 2014 Revenue Revenue increased £55.8 million, or by 23.5%, from £237.0 million in the six months ended 30 June 2013 to £292.8 million in the six months ended 30 June 2014. The number of vehicles sold increased by 17.8% to 79 thousand (2013: 67 thousand) driven by higher levels of marketing spend in the second half of 2013 and an increase in the number of retail sites, the business also exploited the opportunity to buy additional inventory in December 2013 which was then sold at auction in the stronger January market. Revenue per vehicle increased by 4.9% as focus increased on attracting younger, higher-value vehicles.

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Cost of sales Cost of sales increased £51.0 million, or by 22.3%, from £228.4 million in the six months ended 30 June 2013 to £279.4 million in the six months ended 30 June 2014. The increase was driven by higher volumes of cars purchased, which was offset by a reduction in marketing cost per vehicle as the efficiency of marketing, based on cost per acquisition, improved.

Gross profit Gross profit increased £4.8 million, or by 55.8%, from £8.6 million in the six months ended 30 June 2013 to £13.4 million in the six months ended 30 June 2014. Gross profit per vehicle increased by £41 per vehicle from £129 to £170 due to the higher value of vehicles purchased, as well as the increased efficiency of marketing referred to above.

Operating costs Operating costs increased £4.3 million, or by 102.6%, from £3.9 million in the six months ended 30 June 2013 to £8.2 million in the six months ended 30 June 2014. Non recurring items of £3.1 million principally in respect of the cost of management incentives in respect of the flotation of the Company’s parent were included within operating costs for the six months to 30 June 2014. The remaining increase in operating costs of £1.3 million was primarily the result of further investment in the WBAC head office management team.

Net finance costs Net finance costs decreased £0.3 million, or by 60.0%, from £0.5 million in the six months ended 30 June 2013 to £0.2 million in the six months ended 30 June 2014. The decrease in net finance costs was primarily the result of the move to funding from sources provided by BCA.

Income tax expense Income tax expense increased £0.9 million, or by 100.0%, from £0.9 million in the six months ended 30 June 2013 to £1.8 million in the six months ended 30 June 2014, due to improved profits.

Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA increased £3.7 million, or by 74.0%, from £5.0 million in the six months ended 30 June 2013 to £8.7 million in the six months ended 30 June 2014. The increase in Adjusted EBITDA was primarily the result of the growth in the number of vehicles sold and improved margins per vehicle. Adjusted EBITDA margin increased from 2.1% in the six months ended 30 June 2013 to 3.0% in the six months ended 30 June 2014. The increase was primarily the result of improvements in gross margins.

Comparison of the Years Ended 31 December 2012 and 2013 Revenue Revenue increased by £143.7 million, or by 48.5%, from £296.5 million in 2012 to £440.2 million in 2013. In 2013 a more competitive approach to pricing, increased marketing expense and an increase in the average number of sites to 121 led to an increase in volumes sold by 35 thousand vehicles, or by 39.2% to 122 thousand. Additionally, revenue per vehicle increased by 6.6% due to an increasing proportion of higher value vehicles being purchased.

Cost of sales Cost of sales increased by £140.2 million, or by 49.4%, from £283.7 million in 2012 to £423.9 million in 2013 due to an increase in units sold and higher prices offered to vendors.

Gross profit Gross profit increased £3.5 million, or by 27.3%, from £12.8 million in 2012 to £16.3 million in 2013. Gross profit per vehicle declined from £146 in 2012 to £133 per vehicle in 2013 due to more aggressive purchase prices being offered, while the increased costs of retail locations were offset by improvements in the efficiency of marketing.

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Operating costs Operating costs including depreciation and amortisation increased £4.2 million, or by 55.2%, from £7.6 million in 2012 to £11.8 million in 2013. The table below sets out a breakdown of WBAC’s operating costs for the periods indicated.

Year ended 31 December 2012 2013 (£ million) Restructuring costs ...... 0.2 — Business sale costs including management incentives ...... — 3.6 Other non-recurring items ...... 0.3 — Other operating costs ...... 7.1 8.2 Operating costs ...... 7.6 11.8

The business sale costs in 2013 relate to the expenses incurred in the sale of Pennine Metals B Limited BCA Group to BCA in August 2013, including an aggregate amount of £2.6 million which was paid as a transaction bonus on the sale of the business. Other non-recurring items in 2012 comprised professional fees paid in respect of the cessation of non-core marketing strategies. These items were excluded in determining Adjusted EBITDA. The increase in other operating costs were primarily the increase of the staff and resources of the business head office to support the ongoing growth and expansion of the business.

Net finance costs Net finance costs were £0.7 million in 2012 and 2013.

Income tax expense Income tax expense increased £0.5 million, or by 55.6%, from £0.9 million in 2012 to £1.4 million in 2013 due to certain expenses not being deductible for taxation.

Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA increased £2.6 million or 43.3% from £6.0 million in 2012 to £8.6 million in 2013. The increase in Adjusted EBITDA was primarily the result of increased numbers of vehicles sold in 2013. Adjusted EBITDA margin was unchanged at 2.0% in 2012 and 2.0% in 2013. In 2013 a reduction in the gross margin percentage was offset by the leverage benefit of volumes increasing faster than other operating costs.

Comparison of the Years Ended 31 December 2011 and 2012 Revenue Revenue increased by £29.4 million, or 11.0% from £267.1 million in 2011 to £296.5 million in 2012. The number of vehicles sold in 2012 increased by 6.9% to 88 thousand and the price per vehicle increased by 3.8%. The increase in vehicles sold was driven by an increase in retail sites from an average of 89 in 2011 to 97 in 2012 and new and increased advertising. Revenue per vehicle increased between 2011 and 2012 by 3.8% because of higher value vehicles being purchased.

Cost of sales Cost of sales increased by £25.9 million, or by 10.0%, from £257.8 million in 2011 to £283.7 million in 2012 due to a 7% increase in units sold and a focus on purchasing higher-priced vehicles.

Gross profit Gross profit increased £3.5 million, or by 37.6%, from £9.3 million in 2011 to £12.8 million in 2012. Gross profit per vehicle increased by £33 per vehicle from £113 in 2011 to £146 in 2012, due to the increased average price of vehicles acquired.

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Operating costs Operating costs increased £1.4 million, or by 22.6%, from £6.2 million in 2011 to £7.6 million in 2012 and The table below sets out a breakdown of WBAC’s operating costs for the periods indicated. Year ended 31 December 2011 2012 (£ million) Impairment of property, plant and equipment ...... 0.2 — Restructuring costs ...... 0.1 0.2 Other non-recurring items ...... 0.4 0.3 Other operating costs ...... 5.5 7.1 Operating costs ...... 6.2 7.6

Other non-recurring items in 2011 and 2012 comprise professional fees paid in respect of the cessation of non-core marketing strategies. Impairment of property, plant and equipment, restructuring costs and other non-recurring items are excluded in determining Adjusted EBITDA. The increase in other operating costs were primarily the increase of the staff and resources of the business head office to support the ongoing growth and expansion of the business.

Net finance costs Net finance costs increased £0.2 million, or by 40.0%, from £0.5 million in 2011 to £0.7 million in 2012.

Income tax expense Income tax expense increased £0.1 million, or by 12.5%, from £0.8 million in 2011 to £0.9 million in 2012.

Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA increased £1.9 million, or by 46.3%, from £4.1 million in 2011 to £6.0 million in 2012. The increase was primarily the result of increased numbers of vehicles sold in 2012. Adjusted EBITDA margin increased from 1.5% in 2011 to 2.0% in 2012. The increase in 2012 was primarily the result of the improved gross margin percentage.

Cash Flow Information for WBAC The following table sets out a summary of WBAC’s cash flow information for the periods indicated. Year ended Six months ended 31 December 30 June 2011 2012 2013 2013 2014 (£ million) (Unaudited) (£ million) Net cash inflow/(outflow) from operating activities ...... 2.5 3.8 (13.9) 1.5 24.6 Net cash outflow from investing activities ...... (6.4) (5.6) (3.2) (4.2) (0.9) Net cash inflow from financing activities ...... 2.7 1.6 7.1 2.4 — Net (decrease)/increase in cash and cash equivalents ...... (1.2) (0.2) (10.0) (0.3) 23.7 Cash and cash/(debt) equivalents at 1 January ...... 2.3 1.1 0.9 0.9 (9.1) Cash and cash/(debt) equivalents at 31 December ...... 1.1 0.9 (9.1) 0.6 14.6

Comparison of the Six Months Ended 30 June 2013 and 30 June 2014 Net cash inflow from operating activities Net cash inflow from operating activities increased £23.1 million from £1.5 million in the six months ended 30 June 2013 to £24.6 million in the six months ended 30 June 2014. This increase was largely due to a higher inflow from the reduction in inventory in 2014 of £18.3 million compared to an outflow of £3.4 million in 2013. As at 31 December 2013, the business held inventory with a total value of £29.7 million (31 December 2012: £11.4 million) having taken the opportunity to acquire stock in anticipation of selling it into a stronger market in January. This inventory was subsequently sold in January 2014 and by the end of June inventory had returned to a more typical level.

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Net cash outflow from investing activities Net cash outflow from investing activities decreased £3.3 million from £4.2 million in the six months ended 30 June 2013 to £0.9 million in the six months ended 30 June 2014. This decrease was primarily the result of the company no longer making distributions in kind to a related company, Cargroup Holdings LLC.

Net cash inflow from financing activities Net cash inflow from financing activities decreased £2.4 million from £2.4 million in the six months ended 30 June 2013 to nil in the six months ended 30 June 2014. This decrease was due to the company no longer being funded by external borrowings but instead being funded through a cash pooling scheme with other BCA Group companies in the UK and by a loan from the BCA Group which was provided in August 2013.

Comparison of the Years Ended 31 December 2012 and 2013 Net cash inflow/(outflow) from operating activities Net cash inflow/(outflow) from operating activities decreased £17.7 million from an inflow of £3.8 million in 2012 to an outflow of £13.9 million in 2013. The principal factor contributing to this decrease was the increase in inventory at 31 December 2013 as discussed above.

Net cash outflow from investing activities Net cash outflow from investing activities decreased £2.4 million from an outflow of £5.6 million to £3.2 million in 2013. The principal factor contributing to this decrease was a reduction in the distributions in kind to Cargroup Holdings LLC, which ceased after the acquisition of the company in August 2013 by the BCA Group.

Net cash inflow from financing activities Net cash inflow from financing activities increased £5.5 million from an inflow of £1.6 million in 2012 to £7.1 million in 2013. The principal factors contributing to the increase in 2013 was the replacement of external loans by a loan from the BCA Group of £15 million in August 2013 and subsequent liquidity requirements being met through a cash pooling arrangement with the BCA Group in the UK.

Comparison of the Years Ended 31 December 2011 and 2012 Net cash inflow from operating activities Net cash inflow from operating activities increased £1.3 million from £2.5 million in 2011 to £3.8 million in 2012. The principal factor contributing to this increase was the increase in profitability of the combined entity.

Net cash outflow from investing activities Net cash outflow from investing activities decreased £0.8 million from £6.4 million in 2011 to £5.6 million in 2012. The principal factor contributing to this decrease was a reduction in the distributions in kind to Cargroup Holdings LLC.

Net cash inflow from financing activities Net cash inflow from financing activities decreased £1.1 million from £2.7 million in 2011 to £1.6 million in 2012. The principal factor contributing to the decrease in 2012 was a repayment of borrowings of £1.4 million in 2012.

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PART XIII CAPITALISATION AND INDEBTEDNESS Section A—BCA Group The following information on the BCA Group’s capitalisation and indebtedness has been extracted, without material adjustment, from Section B of Part XIV: ‘‘Historical Financial Information’’ and the BCA Group’s accounting records. Investors should read the information below together with Part XII: ‘‘Operating and Financial Review’’ and Section B of Part XIV: ‘‘Historical Financial Information’’. The following tables set out the BCA Group’s capitalisation and indebtedness as of 31 December 2014.

As of 31 December 2014(1) (£ million) Total current debt Guaranteed ...... — Secured(2) ...... 23.3 Unguaranteed/unsecured(3) ...... — Total current debt ...... 23.3 Total non-current debt (excluding current portion of long-term debt) Guaranteed ...... — Secured(2) ...... 426.3 Unguaranteed/unsecured(3) ...... 200.4 Total non-current debt ...... 626.7 Total indebtedness(4) ...... 650.0

Notes: (1) The indebtedness information has been prepared under IFRS using policies that are consistent with those used in the preparation of the BCA Group’s financial information included in section B of Part XIV: ‘‘Historical Financial Information’’. The amounts included in the indebtedness table above are shown net of unamortised debt issuance costs of £0.4 million and exclude accrued interest on PIK loans of £14.6 million as of 31 December 2014. (2) Secured debt relates to the BCA Group’s Term Facility and PIK indebtedness, which are secured on the assets and equity of the BCA Group. (3) Unguaranteed/unsecured debt relates to shareholder debt and debt held with various banks in continental Europe. (4) Total indebtedness does not include a loan of £13.3 million which has been used to offset customer financing offered by the BCA Group’s Vehicle Finance Limited entity.

As of 30 June 2014 (£ million) Shareholders’ equity Share capital ...... 4.0 Share premium ...... 14.8 Total capitalisation(1)(2) ...... 18.8

Notes: (1) There has been no material change in the BCA Group’s capitalisation since 30 June 2014. (2) Total capitalisation does not include the profit and loss account reserve.

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The following table sets out the BCA Group’s net indebtedness as of 31 December 2014.

As of 31 December 2014(1)(2) (£ million) Cash and cash equivalents ...... 31.1 Total liquidity ...... 31.1 Current financial debt Current bank borrowings ...... (23.3) Current financial debt ...... (23.3) Net current financial indebtedness ...... 7.8 Non-current financial debt Non-current bank borrowings ...... (268.0) Loan notes—PIK ...... (158.5) Balance due to ultimate controlling party ...... (200.2) Non-current financial indebtedness ...... (626.7) Net financial indebtedness(3) ...... (618.9)

Notes: (1) The Group had no indirect or contingent indebtedness as at 31 December 2014. (2) The indebtedness information has been prepared under IFRS using policies that are consistent with those used in the preparation of the BCA Group’s financial information included in section B of Part XIV: ‘‘Historical Financial Information’’. (3) Net financial indebtedness does not include a loan of £13.3 million which has been used to offset customer financing offered by the BCA Group’s Vehicle Finance Limited entity.

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Section B—Capitalisation and indebtedness of the Haversham Group The following information on the Haversham Group’s capitalisation has been extracted, without material adjustment, from the Haversham Group’s financial information included in section F of Part XIV: ‘‘Historical Financial Information’’. The following information on the Haversham Group’s indebtedness has been extracted, without material adjustment, from the Haversham Group’s accounting records. Investors should read the information below together with Part XIV: ‘‘Historical Financial Information’’. The following table sets out the Haversham Group’s capitalisation as of 31 December 2014.

As of 31 December 2014 (£ million) Shareholders’ equity Share capital ...... 0.3 Share premium ...... 28.7 Total(1)(2) ...... 29.0

(1) Shareholders’ equity does not include the profit and loss account reserve. (2) There has been no material change in the Haversham Group’s capitalisation since 31 December 2014.

Indebtedness(1) As at 31 December 2014, the Haversham Group had no debt. The following table sets out the unaudited consolidated net funds of the Haversham Group as at 31 December 2014, and has been extracted without material adjustment, from the Haversham Group’s financial information included in section F of Part XIV: ‘‘Historical Financial Information’’:

As of 31 December 2014(2) (£ million) Cash and cash equivalents ...... 28.8 Total liquidity ...... 28.8 Current financial debt Current bank borrowings ...... — Current financial debt ...... — Net current financial indebtedness ...... 28.8 Non-current financial indebtedness Non-current bank loans ...... — Bonds issued ...... — Other non-current financial debt ...... — Non-current financial indebtedness ...... — Net financial funds ...... 28.8

Notes (1) The indebtedness information has been prepared under IFRS using policies that are consistent with the used in the preparation of the Haversham Group’s financial information included in section F of Part XIV: ‘‘Historical Financial Information’’. (2) The Haversham Group had no indirect or contingent indebtedness as at 31 December 2014.

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PART XIV HISTORICAL FINANCIAL INFORMATION Section A: Accountant’s Report on the Historical Financial Information Relating to the BCA Group

19FEB201512552216 The Directors Haversham Holdings plc 20 Buckingham Street London WC2N 6EF 26 March 2015 Dear Sirs

BCA Osprey I Limited and its subsidiaries (together the ‘‘BCA Group’’) We report on the financial information set out below in Section B of this Part XIV below (the ‘‘BCA Financial Information Table’’). The BCA Financial Information Table has been prepared for inclusion in the prospectus dated 26 March 2015 (the ‘‘Prospectus’’) of Haversham Holdings plc (the ‘‘Company’’) on the basis of the accounting policies set out in Note 2 to the BCA Financial Information Table. This report is required by item 20.1 of Annex I to the PD Regulation and is given for the purpose of complying with that item and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the BCA Financial Information Table in accordance with International Financial Reporting Standards as adopted by the European Union. It is our responsibility to form an opinion as to whether the BCA Financial Information Table gives a true and fair view, for the purposes of the Prospectus and to report our opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the BCA Group’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7212 4652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

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Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion In our opinion, the BCA Financial Information Table gives, for the purposes of the Prospectus dated 26 March 2015, a true and fair view of the state of affairs of the BCA Group as at the dates stated and of its losses, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Section B: Historical Financial Information Relating to the BCA Group BCA Osprey I Limited Consolidated Income Statement

For the year ended For the 6 months 31 December ended 30 June Note 2011 2012 2013 2013 2014 (Unaudited) (£m) Revenue ...... 4 254.3 262.5 442.3 149.2 458.4 Cost of sales ...... (66.9) (74.2) (233.0) (45.0) (330.4) Gross profit ...... 187.4 188.3 209.3 104.2 128.0 Operating costs ...... 5 (149.8) (149.9) (169.2) (79.7) (121.2) Other income ...... 0.5 0.6 1.0 0.3 0.2 Operating profit ...... 38.1 39.0 41.1 24.8 7.0 Finance costs ...... 7 (45.5) (50.4) (65.9) (29.0) (30.9) Finance income ...... 8 4.0 2.1 0.6 0.1 2.6 Loss before income tax ...... (3.4) (9.3) (24.2) (4.1) (21.3) Income tax (charge)/credit ...... 10 (0.9) 1.9 (2.9) (2.5) 0.2 Loss for the period ...... (4.3) (7.4) (27.1) (6.6) (21.1) Attributable to: Owners of the parent ...... (4.4) (7.4) (27.1) (6.6) (21.2) Non-controlling interests ...... 0.1 — — — 0.1 (4.3) (7.4) (27.1) (6.6) (21.1)

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BCA Osprey I Limited Consolidated Statement of Comprehensive Income

For the year ended For the 6 months 31 December ended 30 June Note 2011 2012 2013 2013 2014 (Unaudited) (£m) Loss for the period ...... (4.3) (7.4) (27.1) (6.6) (21.1) Other comprehensive (loss)/income: Items that will not be reclassified to the income statement Remeasurements on defined benefit scheme ...... (1.6) 3.6 0.5 2.2 (1.4) Deferred tax on net movements in pension liability .... 0.4 (0.8) — (0.5) 0.3 Items that may be subsequently reclassified to the income statement Other deferred tax movements ...... (1.2) — — — — Foreign exchange translation ...... (0.3) (0.3) — 0.3 (0.5) Total other comprehensive (loss)/income ...... (2.7) 2.5 0.5 2.0 (1.6) Total comprehensive loss for the period, net of tax ..... (7.0) (4.9) (26.6) (4.6) (22.7) Attributable to: Owners of the parent ...... (7.1) (4.9) (26.6) (4.6) (22.8) Non-controlling interest ...... 0.1 — — — 0.1 (7.0) (4.9) (26.6) (4.6) (22.7)

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BCA Osprey I Limited Consolidated Statement of Changes in Equity

Attributable to owners of the parent Foreign Non- Share Share exchange Accumulated controlling Total Note capital premium reserve Deficit Total interest equity (£m) Balance at 1 January 2011 ...... 4.0 — — (29.8) (25.8) 0.2 (25.6) (Loss)/profit for the year ...... — — — (4.4) (4.4) 0.1 (4.3) Total other comprehensive loss ...... — — (0.3) (2.4) (2.7) — (2.7) Total comprehensive (loss)/profit ...... — — (0.3) (6.8) (7.1) 0.1 (7.0) Balance at 31 December 2011 ...... 4.0 — (0.3) (36.6) (32.9) 0.3 (32.6) Loss for the year ...... — — — (7.4) (7.4) — (7.4) Total other comprehensive (loss)/profit . . — — (0.3) 2.8 2.5 — 2.5 Total comprehensive loss ...... — — (0.3) (4.6) (4.9) — (4.9) Transactions with owners Acquisition of non-controlling interest . . — — — 0.3 0.3 (0.3) — Transactions with owners ...... — — — 0.3 0.3 (0.3) — Balance at 31 December 2012 ...... 4.0 — (0.6) (40.9) (37.5) — (37.5) Loss for the year ...... — — — (6.6) (6.6) — (6.6) Total other comprehensive profit ...... — — — 2.0 2.0 — 2.0 Total comprehensive loss ...... — — — (4.6) (4.6) — (4.6) Balance at 30 June 2013 ...... 4.0 — (0.6) (45.5) (42.1) — (42.1) Balance at 31 December 2012 ...... 4.0 — (0.6) (40.9) (37.5) — (37.5) Loss for the year ...... — — — (27.1) (27.1) — (27.1) Total other comprehensive profit ...... — — — 0.5 0.5 — 0.5 Total comprehensive loss ...... — — — (26.6) (26.6) — (26.6) Transactions with owners Issue of new shares ...... 11b — 14.8 — — 14.8 — 14.8 Transactions with owners ...... — 14.8 — — 14.8 — 14.8 Balance at 31 December 2013 ...... 4.0 14.8 (0.6) (67.5) (49.3) — (49.3) (Loss)/profit for the year ...... — — — (21.2) (21.2) 0.1 (21.1) Total other comprehensive loss ...... — — (0.5) (1.1) (1.6) — (1.6) Total comprehensive (loss)/income ..... — — (0.5) (22.3) (22.8) 0.1 (22.7) Transactions with owners Acquisition of non-controlling interest . . — — — — — (0.4) (0.4) Share based payments ...... — — — 3.2 3.2 — 3.2 Transactions with owners ...... — — — 3.2 3.2 (0.4) 2.8 Balance at 30 June 2014 ...... 4.0 14.8 (1.1) (86.6) (68.9) (0.3) (69.2)

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BCA Osprey I Limited Consolidated Balance Sheet

As at As at 31 December 30 June Note 2011 2012 2013 2014 (£m) Assets Non-current assets Intangible assets ...... 11 390.3 392.5 540.6 539.5 Property, plant and equipment ...... 12 57.7 59.1 64.1 63.0 Interest in joint venture ...... — — 0.2 0.6 Deferred tax asset ...... 21 8.5 12.6 14.1 15.9 Net pension asset ...... 20 — 0.7 0.8 — Total non-current assets ...... 456.5 464.9 619.8 619.0 Current assets Inventories ...... 14 2.1 2.4 33.2 14.1 Interest in parent company ...... 2.2 2.3 2.6 2.7 Trade and other receivables ...... 15 50.6 66.4 77.5 95.9 Cash and cash equivalents ...... 16 — 8.5 2.4 56.6 Total current assets ...... 54.9 79.6 115.7 169.3 Total assets ...... 511.4 544.5 735.5 788.3 Non-current liabilities Borrowings ...... 18 (389.3) (407.2) (596.6) (605.1) Trade and other payables ...... 17 (41.4) (46.2) (49.6) (51.3) Deferred tax liabilities ...... 21 (0.1) (0.5) (10.9) (10.7) Net pension deficit ...... 20 (2.9) — — (0.5) Provisions ...... 19 — — — (19.2) Total non-current liabilities ...... (433.7) (453.9) (657.1) (686.8) Current liabilities Borrowings ...... 18 (14.2) (17.6) (11.2) (1.6) Overdrafts ...... 16 (1.9) — — — Trade and other payables ...... 17 (94.2) (110.5) (116.5) (169.1) Total current liabilities ...... (110.3) (128.1) (127.7) (170.7) Total liabilities ...... (544.0) (582.0) (784.8) (857.5) Net liabilities ...... (32.6) (37.5) (49.3) (69.2) Equity Share capital ...... 22 4.0 4.0 4.0 4.0 Share premium ...... — — 14.8 14.8 Foreign exchange reserve ...... (0.3) (0.6) (0.6) (1.1) Accumulated deficit ...... (36.6) (40.9) (67.5) (86.6) Equity shareholder deficit ...... (32.9) (37.5) (49.3) (68.9) Non-controlling interests ...... 0.3 — — (0.3) Total shareholders’ deficit ...... (32.6) (37.5) (49.3) (69.2)

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BCA Osprey I Limited Consolidated Cash Flow Statement

For the year ended For the 6 months 31 December ended 30 June Note 2011 2012 2013 2013 2014 (Unaudited) (£m) Cash flows from operating activities Loss before taxation ...... (3.4) (9.3) (24.2) (4.1) (21.3) Adjustments for: Depreciation ...... 12 4.6 5.2 4.8 2.2 3.1 Amortisation of intangible assets ...... 11 5.8 3.4 6.2 1.8 3.8 Impairment ...... — — — — 4.0 Profit on sale of Property, Plant & Equipment . . . (0.1) (0.2) (0.6) (0.1) (0.2) Retirement benefit obligations ...... (4.0) (0.1) 0.3 (0.2) (0.2) Finance costs ...... 7 45.5 50.4 65.9 29.0 30.9 Finance income ...... 8 (4.0) (2.1) (0.6) (0.1) (2.6) Share of joint venture results ...... — — (0.6) (0.1) (0.4) Other non-cash items ...... 1.6 1.8 (1.2) 0.8 (1.9) Changes in working capital: (Increase)/decrease in inventories ...... (0.4) (0.3) (22.8) (0.1) 19.1 Decrease/(increase) in trade and other receivables 3.6 (18.5) 0.4 (23.2) (23.2) (Decrease)/increase in trade and other payables . . (5.5) 20.6 5.1 46.8 53.4 Increase in provisions ...... — — — — 19.2 Cash generated from operations ...... 43.7 50.9 32.7 52.7 83.7 Interest paid ...... (11.3) (9.5) (10.7) (3.6) (8.7) Tax paid ...... (3.7) (3.5) (4.5) (0.9) 0.1 Net cash inflow from operating activities ...... 28.7 37.9 17.5 48.2 75.1 Cash flows from investing activities Purchase of property, plant and equipment ...... 12 (4.2) (8.8) (11.9) (2.6) (7.1) Purchase of intangible assets ...... 11 (3.5) (4.1) (5.9) (2.5) (2.7) Payments to acquire non-controlling interests ..... (0.7) — — — (0.1) Proceeds from sale of property, plant and equipment ...... 0.8 1.1 4.2 0.6 0.5 Acquisition of subsidiary undertaking, net of cash acquired ...... — (1.5) (97.7) (5.3) — Interest received ...... 0.4 0.5 0.6 0.1 — Net cash outflow from investing activities ...... (7.2) (12.8) (110.7) (9.7) (9.4) Cash flows from financing activities Proceeds of borrowings ...... 160.2 3.1 182.0 — — Repayments of borrowings ...... (177.5) (17.8) (86.0) (5.1) (11.5) Financing fees paid ...... (1.0) — (8.9) — — Net cash (outflow)/inflow from financing activities . (18.3) (14.7) 87.1 (5.1) (11.5) Net increase/(decrease) in cash and cash equivalents 3.2 10.4 (6.1) 33.4 54.2 (Overdrafts)/ Cash and cash equivalents at 1 January ...... (5.1) (1.9) 8.5 8.5 2.4 (Overdrafts)/ Cash and cash equivalents at period end...... (1.9) 8.5 2.4 41.9 56.6

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1 General Information BCA Osprey I Limited is a company incorporated and domiciled in the UK. The address of the registered office is: Headway House, Crosby Way, Farnham, Surrey, GU9 7XG, United Kingdom. The Company and its subsidiaries (collectively, the ‘‘Group’’), whose principal activity is the provision of Vehicle Remarketing and Vehicle Buying Services, trade principally under the names BCA and webuyanycar.com.

2 Accounting Policies (a) Basis of preparation This Historical financial information presents the financial track record of the Group for the three years ended 31 December 2013 and for the 6 months to 30 June 2014 with comparative unaudited information for the six months to 30 June 2013 and is prepared for the purposes of admission to the London Stock Exchange. This special purpose financial information has been prepared in accordance with the requirements of the Prospectus Directive regulation, the Listing Rules, in accordance with International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’), and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Group’s deemed transition date to IFRS is 1 January 2011. The principles and requirements for first time adoption of IFRS are set out in IFRS 1. IFRS 1 allows certain exemptions in the application of particular standards to prior periods in order to assist companies with the transition process. As explained in Note 30, the Group has not applied any of the optional exemptions under IFRS 1, other than that regarding Cumulative Translation Differences. The Historical financial information is presented in millions of pounds sterling (‘‘£m’’) except when otherwise indicated. The principal accounting policies adopted in the preparation of the Historical financial information are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

(b) Going concern This Historical financial information relating to the Group has been prepared on the going concern basis. The Group maintains a mixture of medium-term debt, committed credit facilities, lease finance arrangements and cash reserves, which together are designed to ensure that the Group has sufficient available funds to finance its operations. The Board reviews forecasts of the Group’s liquidity requirements based on a range of scenarios to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. After making appropriate enquiries and having considered the business activities and the Group’s principal risks and uncertainties, the Directors are satisfied that the Group as a whole has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Historical financial information has been prepared on a going concern basis.

(c) New standards, amendments and interpretations Standards, amendments and interpretations effective and adopted by the Group: IFRSs expected to be applicable to the first annual financial statements of the Group for the year ended 31 December 2014, have been applied. The accounting policies adopted in the presentation of the Historical financial information reflect the adoption of the following new standards as of 1 January 2014: • IAS 28 (revised 2011), ‘Investments in associates and joint ventures’ (effective 1 January 2014). This standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11. The amendment does not have a material impact on the Historical financial information. • IAS 32 (amendment), ‘Financial instruments—Presentation’ on asset and liability offsetting (effective 1 January 2014). This amendment clarifies some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. The amendment does not have a material impact on the Historical financial information.

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2 Accounting Policies (Continued) • IFRS 10 ‘Consolidated financial statements’ (effective 1 January 2014). This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements. The standard provides additional guidance to assist in determining control where this is difficult to assess. This new standard does not have a material impact on the Historical financial information. • IFRS 11 ‘Joint arrangements’ (effective 1 January 2014). This standard provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. There are two types of joint arrangements: joint operations and joint ventures. Proportional consolidation of joint ventures is no longer allowed. The standard does not have a material impact on the Historical financial information, as the Group has historically applied the equity method to account for its joint venture interests. • IFRS 12 ‘Disclosure of interests in other entities’ (effective 1 January 2014). This standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This new standard does not have a material impact on the Historical financial information. • Amendments to IAS 36, ‘Impairment of assets’ (effective 1 January 2014). These amendments address the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. This amendment does not have a material impact on the Historical financial information.

Standards, amendments and interpretations endorsed but not yet effective: • IFRS 9 ‘Financial instruments’ addresses the classification, measurement and recognition of financial assets and financial liabilities and replaces IAS 39. IFRS 9 will become effective for the accounting periods starting on 1 January 2018, subject to EU endorsement. The impact of the standard is currently being assessed. • IFRS 15 ‘Revenue from contracts with customers’ will become effective for accounting periods starting on 1 January 2017, subject to EU endorsement. The impact of the standard is currently being assessed.

(d) Basis of consolidation Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Interest in parent company The BCA Group has an Employee Benefits Trust (the ‘‘EBT’’) which has an interest in the BCA Group and the parent company of the BCA Group. The EBT is consolidated in the historical financial information. This includes the EBT’s interest in the parent company of the BCA Group which does not eliminate on consolidation and is therefore shown as an investment which is treated as an available-for-sale investment.

Transactions eliminated on consolidation Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the Historical financial information. Gains arising from transactions with jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

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2 Accounting Policies (Continued) (e) Foreign currency translation The functional currency of most entities in the Group is pounds sterling because that is the currency of the primary economic environment in which those entities operate. The Group’s presentation currency is pounds sterling.

Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within ‘finance income or costs’. All other foreign exchange gains and losses are presented in the income statement within ‘other income’ or ‘other operating costs’.

Consolidation of Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • income and expenses for each income statement presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and • all resulting exchange differences are recognised in other comprehensive income.

(f) Property, plant and equipment Owned assets Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and when the cost of the item can be measured reliably. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.

Leased assets Leases under which the Group assumes substantially all the risks and rewards of ownership of an asset are classified as finance leases. Property, plant and equipment acquired under finance leases is recorded at fair value or, if lower, the present value of minimum lease payments at inception of the lease, less depreciation and any impairment. Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in the other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Assets leased under operating leases are not recorded on the balance sheet. Rental payments are charged directly to the income statement on a straight-line basis over the period of the lease.

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2 Accounting Policies (Continued) Depreciation Depreciation is charged to operating costs within the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Any property, plant and equipment acquired under a finance lease is depreciated over the shorter of the useful life of the asset and the lease term. Freehold land is not depreciated. The rates of depreciation are as follows: • Land and buildings—nil on land, 2% on freehold buildings, the shorter of 50 years and the unexpired period of the lease on leasehold buildings • Fixture, fittings and equipment—10-50% on cost • Plant, machinery and motor vehicles—10-33% on cost The residual values and useful lives are reviewed for impairment and adjusted if appropriate, at each balance sheet date.

(g) Intangible assets Intangible assets comprise internally generated software, acquired computer software and assets whose valuation has arisen as part of the assessment of assets arising on the acquisition of a business. These are carried at cost less accumulated amortisation and any recognised impairment loss. Acquired computer software and software licences are capitalised and amortised on a straight-line basis over their useful lives. Costs relating to the development of computer software for internal use are capitalised once all the development phase recognition criteria of IAS 38 ‘‘Intangible Assets’’ are met. The assessment identifies unique software products that are controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year. Salary and related employment costs that are directly attributable to the development of the software are then capitalised. When the software is available for its intended use, these costs are amortised in equal annual amounts over the estimated useful life of the software. Intangible assets recognised as a result of a business acquisition (‘‘Acquisition related intangibles’’) such as brands, trademarks and customer relationships are amortised over their useful lives. Amortisation and impairment of computer software, licences and acquisition related intangibles are charged to operating costs in the period in which they arise. For the Group’s impairment policy on non-financial assets see (i) Impairment of non-financial assets. Amortisation of other non-current assets is calculated on a straight line basis from the date on which they are brought into use, charged to operating costs and is calculated based on the useful lives indicated below:

Internally generated software ...... 3 - 5 years Acquired software ...... 3 - 7 years, or the lease term if shorter Acquisition related intangibles ...... 5 - 15 years Amortisation periods and methods are reviewed annually and adjusted if appropriate.

(h) Goodwill Goodwill which arises on acquisition of subsidiaries and is recognised initially as the excess of the consideration transferred over the Group’s interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree. Goodwill is not amortised and is tested for impairment at least annually. Any impairment charge is recognised in the income statement for any amount by which the carrying value of goodwill exceeds its recoverable amount.

(i) Impairment of non-financial assets Assets not subject to amortisation are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the

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2 Accounting Policies (Continued) asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units), relevant to the business combination from which the acquisition arose. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

(j) Financial assets Classification The Group classifies its financial assets as loans and receivables. Management determines the classification of its financial assets at initial recognition.

Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that arise principally through the provision of services to customers. They are initially recognised at fair value, and are subsequently stated at amortised cost using the effective interest method, where the impact is material. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. Loans and receivables comprise mainly cash and cash equivalents and trade and other receivables.

Impairment of financial assets Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net of any provisions, such provisions are recorded in a separate provision account with the loss being recognised within operating costs in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

(k) Inventories Inventories represent vehicles acquired by the Group that have not yet been sold and where the Group has the risk and reward of ownership of such vehicles. Inventories are stated at the lower of purchase cost, less any administration fees paid to the Group by the seller of the vehicle, and net realisable value. Cost represents expenses incurred in bringing each product to its present location and condition. Net realisable value is based on estimated normal selling price, less further costs expected to be incurred on completion and disposal.

(l) Cash and cash equivalents Cash and cash equivalents comprise cash balances and deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(m) Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(n) Trade and other payables Trade and other payables are initially stated at fair value and subsequently measured at amortised cost.

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2 Accounting Policies (Continued) (o) Borrowings Borrowings are recognised initially at fair value, net of issue costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of issue costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as issue costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the expected utilisation of the facility to which it relates.

(p) Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. The increase in the provision due to passage of time is recognised in finance costs.

Property leases and dilapidations Provisions for onerous leases on property are recognised when it is probable that future obligations under the lease will exceed earnings achievable from the property taking into account the Directors’ estimation of likely income from the subletting of vacant property. The amounts of such net outflows are discounted at the risk free rate, and are stated net of any anticipated sub-lease income. Provisions for dilapidations are made in respect of property leases on a lease by lease basis and are based on the Group’s best estimate of the likely committed cash outflow. Where relevant, these estimated outflows are discounted to net present value.

(q) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

(r) Revenue Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods and services supplied, stated net of discounts, returns and value added taxes. The group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the group’s activities, as described below. Vehicle Remarketing revenue represents selling fees for vehicles sold by the Group together with fees for related services including transportation, inspection, valeting and mechanical checks. Revenue is recognised at the time the service is provided. Revenue represents the fees for the auction service not the value of the vehicle sold as the group does not incur the significant risks and rewards of ownership as part of the transaction. In execution of auction activities, the Vehicle Remarketing business may occasionally in the course of achieving a successful sale on behalf of the vendor, take title to or sell vehicles (approximately 1% of volume) on its own account resulting in a net gain or loss which is included within cost of sales rather than revenue. Interest and transaction fees earned in respect of the provision of Buyer Finance are recognised over the term of the funding and included within revenue.

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2 Accounting Policies (Continued) Vehicle Buying revenue represents the vehicle sale proceeds obtained when the vehicle is sold. Transaction fees charged to vendors of vehicles are recognised on the purchase invoice date and treated as a reduction in cost of sales. The Vehicle Buying revenue is recognised on the date of sale.

(s) Advertising and marketing costs The Group carries out a variety of advertising and marketing activities. These include advertising activities which correlate to the number of vehicles that are acquired by the Group through the Vehicle Buying division, for subsequent sale through the Group’s auctions for which revenue is recognised. These direct advertising costs are therefore recognised as a cost of sale. All other indirect advertising and marketing costs are recognised within operating costs. The cost of advertising design is expensed as incurred and the expense of advertising campaigns is expensed in the income statement in the period in which the advertising space or air time is utilised.

(t) Net finance costs Finance costs Finance costs comprise interest payable on borrowings, direct issuance costs, unwinding of the discount on provisions, net interest cost of defined benefit pension arrangements and foreign exchange losses. Direct costs of finance issuance (including fees and other transaction costs) are amortised over the expected life of the facility. Premiums and discounts to face value on debt and loan notes are amortised over the life of the debt or loan note, using the effective interest method. Interest rate hedging contracts (primarily swaps) where the Group has established and documented their effectiveness are recorded at fair value with any revaluation shown in Other Comprehensive Income. Revaluation gains and losses on interest rate hedging contracts where the group has not documented and proved their effectiveness as hedging arrangements are recognised in finance income and expense. Cash flows arising from both effective and ineffective contracts are recognised on an accruals basis in finance income or expense or Other Comprehensive Income as appropriate. Interest costs relating to buyer finance are recognised in cost of sales as they represent a direct cost of the trade of the buyer finance business.

Finance income Finance income comprises interest receivable on funds invested, and foreign exchange gains. Interest income is recognised in the income statement as it accrues using the effective interest method.

(u) Income tax Income tax for the periods presented comprises current and deferred tax. Income tax is recognised in income or other comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to taxes payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of other assets or liabilities that affect neither accounting nor taxable profit; differences relating to investments in subsidiaries to the extent that they are unlikely to reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date which are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

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2 Accounting Policies (Continued) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for a deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the WBAC Group and it is probable that the temporary difference will not reverse in the foreseeable future. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.

(v) Segment reporting Operating segments are reported in a manner consistent with the internal reporting to the chief operating decision maker which has been identified as the Board of Directors. The Board of Directors consists of the Executive Directors and the Non-Executive Directors.

(w) Employee benefits: Pension obligations The group operates defined contribution and defined benefit plans. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. The defined benefit plan operated by the Group in the United Kingdom is closed to future accruals. The cost of providing benefits under the plan is determined using the projected unit credit actuarial valuation method. The current service cost is included in net operating expenses in the consolidated income statement. Past service costs are similarly included where the benefits have vested, otherwise they are amortised on a straight line basis over the vesting period. Administrative scheme expenses associated with the plans are recorded within ‘‘net operating expenses’’ when incurred in line with IAS 19 (revised). Net interest income or interest cost relating to the funded defined benefit pension plans is included within ‘‘finance income’’ or ‘‘finance costs’’ as relevant in the consolidated income statement. Changes to the retirement benefit obligation or asset due to experience and changes in actuarial assumptions are included in the consolidated statement of comprehensive income, presented as remeasurement on defined benefit scheme in full in the period in which they arise. Where scheme assets exceed the defined benefit obligation, the net asset is only recognised to the extent that an economic benefit is available to the group in accordance with the terms of the scheme and where consistent with relevant statutory requirements.

Share based payment transactions The Group operates a number of equity-settled, share-based awards/plans. The fair value of the employee services received in exchange for the grant of the awards is recognised as an expense in the period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the compensation as determined by directors’ estimates. Non-market vesting conditions are included in assumptions about the number of awards that are expected to vest. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the years in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘‘vesting date’’).

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2 Accounting Policies (Continued) At each reporting date, the cumulative expense recognised for equity-settled transactions reflects, in the opinion of the Directors, the number of awards that will vest and the proportion of the period to vesting that has expired. Directors’ estimates are based on the best available information at that date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. The Group also operates a number of cash settled long term incentive plans. The fair value of the employee services received in exchange for the grant of the plan is recognised as an expense in the period. The total amount to be charged over the vesting period and the date on which the plans are expected to vest is evaluated at each reporting date based on Directors’ estimates.

(x) EBITDA, Adjusted EBITDA and Adjusted operating profit: Earnings Before Interest, Taxation, Depreciation and Amortisation (EBITDA), Adjusted EBITDA and Adjusted operating profit are non-GAAP measures used by management to assess the operating performance of the Group. The following items are excluded from operating profit to calculate adjusted operating profit: • amortisation of intangible assets arising on acquisition of businesses; • restructuring costs, losses on disposal or closure of businesses; • provisions for onerous leases; • acquisition and integration costs; • aborted IPO and business sale related costs (including management incentives and LTIP awards); • management fees to private equity investor; • losses incurred in the first year of setting up new businesses; and • impairment charges on property, plant and equipment, intangibles and goodwill. Adjusted EBITDA further excludes depreciation and the remaining amortisation. The Directors primarily use the Adjusted EBITDA measure when making decisions about the Group’s activities. As these are non-GAAP measures, Adjusted EBITDA and Adjusted operating profit measures used by other entities may not be calculated in the same way and hence not directly comparable.

3 Critical Accounting Judgements and Estimates The preparation of the Group’s Historical financial information under IFRS requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are evaluated continually and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates, with any changes arising being recognised in the year in which the change in estimate is made or the final result determined. The Directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the Historical financial information.

(a) Impairment of Goodwill The Group reviews assets that have an indefinite useful life at least annually to assess whether their recoverable amount exceeds their carrying value. The recoverable amount is defined as the higher of fair value less costs to sell and value in use, which in turn is the present value of the future cash flows expected to be derived from the asset. The recoverable amount of goodwill and acquired intangible assets is assessed on the basis of the value in use of the cash generating unit or group of cash generating units (‘‘CGU’’) to which they are attributed. The estimate of value in use, and hence the outcome of the impairment test, is sensitive to the assumptions made about the revenue growth, EBITDA margin, the long-term growth rate

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3 Critical Accounting Judgements and Estimates (Continued) of the relevant market, and the discount rate considered appropriate to reflect the time value of money and any risks specific to the CGU that are not reflected in the cash flows.

(b) Impairment of Property, Plant and Equipment Where there is evidence of diminution in value, the Group reviews an item of property, plant and equipment, in particular property, to assess whether the recoverable amount exceeds the carrying value. The recoverable amount is defined as the higher of fair value less costs to sell and value in use, which in turn is the present value of the future cash flows expected to be derived from the asset. The estimate of value in use, and hence the outcome of the impairment test, is sensitive to the assumptions made about the revenue growth, EBITDA margin, the long-term growth rate of the relevant market, and the discount rate considered appropriate to reflect the time value of money and any risks specific to the asset that are not reflected in the cash flows.

(c) Acquired Intangibles Valuation On acquisition of a business, the Group assesses the fair value of the assets acquired including evaluating the intangible assets such as customer relationships and the brands and trademarks of the acquired business. Determination of the value of these assets requires management to estimate future cashflows arising from the ownership of the asset net of appropriate charges for other assets necessary to generate the flows. These estimates are sensitive to assumptions made about revenue growth, EBITDA margins and the discount rate considered appropriate to reflect the time value of money and the likely economic life of the asset acquired. In determining the period over which the asset is to be amortised, management must also assess the likely economic life of the asset. The most material of the acquired intangible assets is the brand of webuyanycar.com, as disclosed in note 11.

(d) Taxation Accruals for current tax and amounts payable under local indirect taxes such as sales taxes and VAT are based on management’s interpretation of country-specific tax law, and require judgements about the likelihood that tax positions taken will be sustained. Management estimates the amount of taxes payable based upon their analysis and determines whether provision should be made for a potential settlement of disputed positions through negotiation. All such provisions are included in current liabilities. Any estimated exposure to interest on tax liabilities is provided for in the related tax charge. Deferred tax arises where the treatment of an amount for taxation differs from its treatment in the financial statements of the Group. Where deductions and losses for taxation in a period may be carried forward management must assess in deciding whether to recognise a deferred tax asset the likelihood of future profits sufficient to utilise those amounts to be carried forward.

(e) Share Based Payments and Long Term Incentive Plans A number of awards have been granted to employees the benefit of which is expressed in the form of shares of the Group’s parent company or the performance of the value of the company compared to specific targets and benchmarks. Certain awards vest on the successful sale or flotation of the business. Management estimates the value of these awards by considering the value of the business based on a number of factors. The amount to be charged to income in any given period is sensitive to assumptions as to the probable date when a successful sale or flotation will be achieved. The impact of a change in an estimate in relation to the timing of the vesting assumption is recognised in the period when such change arises.

(f) Provisions for onerous leases When the present value of the future cash flows receivable from the operation of leased assets is less than the present value of the rental payments to which the Group is committed, the Group provides for any further onerous element of the contract (for all leases). Determining the amount of such a provision

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3 Critical Accounting Judgements and Estimates (Continued) requires estimating the future net cash flows receivable in respect of these assets, and in the particular case where the leased properties are vacant this requires assessing the likely period for which the property will remain vacant, the cost of any works required to enhance its marketability and the rental income receivable when the property is sublet.

(g) Other Intangible Assets including capitalisation of own work and estimation of useful life Internally generated assets, where it is clear that the ability to develop the assets is technically feasible and will be completed and that the asset will generate economic benefit, are capitalised as an intangible asset. Amounts capitalised include the total cost of any external products or services and labour costs directly attributable to development. Management judgement is involved in reviewing expectations of future events that are believed to be reasonable under the circumstances, and as to whether the related projects meet the criteria as set out in IAS 38 (Intangible Assets). Other development costs that do not meet the above criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. The charge in respect of periodic amortisation is derived by estimating an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced amortisation charge in the income statement. The useful life is determined by management at the time an asset is acquired or developed and brought into use and is reviewed at least annually for appropriateness. For computer software licences, the useful life represents management’s view of the expected period over which the Group will receive benefits from the software. For unique software products developed and controlled by the Group, the life is based on historical experience with similar products as well as anticipation of future events which may impact their useful life, such as changes in technology.

4 Segmental Reporting Management has determined the operating segments based on the operating reports reviewed by the Board of Directors that are used to assess both performance and make strategic decisions. Management has identified that the Board of Directors is the chief operating decision maker in accordance with the requirements of IFRS 8 ‘Operating Segments’. The Board of Directors considers the business to be split into three main types of business generating revenue: Vehicle Remarketing, comprising the UK and International segments and Vehicle Buying. Central costs comprise central head office functions and costs not directly attributable to the segments.

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4 Segmental Reporting (Continued) The Vehicle Buying segment was established through the acquisition of We Buy Any Car Limited in August 2013 (see note 11).

For the year ended 31 December 2011 Vehicle Remarketing Vehicle Central UK International Total Buying costs Total (£m) Revenue Total revenue ...... 168.0 86.6 254.6 — — 254.6 Inter-segment revenue ...... — (0.3) (0.3) — — (0.3) Total revenue from external customers ...... 168.0 86.3 254.3 — — 254.3 Adjusted EBITDA ...... 37.8 13.3 51.1 — (1.7) 49.4 Depreciation ...... (2.1) (2.5) (4.6) — — (4.6) Amortisation ...... (3.0) (0.1) (3.1) — — (3.1) Adjusted operating profit ...... 32.7 10.7 43.4 — (1.7) 41.7 Accelerated amortisation ...... (2.7) Restructuring costs ...... (0.5) Management fees to private equity investor ...... (0.5) Non-recurring items ...... 0.1 Operating profit ...... 38.1 Finance income ...... 4.0 Finance cost ...... (45.5) Loss before taxation ...... (3.4) Capital expenditure ...... 6.1 1.6 7.7 — — 7.7

For the year ended 31 December 2012 Vehicle Remarketing Vehicle Central UK International Total Buying costs Total (£m) Revenue Total revenue ...... 179.1 83.7 262.8 — — 262.8 Inter-segment revenue ...... — (0.3) (0.3) — — (0.3) Total revenue from external customers ...... 179.1 83.4 262.5 — — 262.5 Adjusted EBITDA ...... 40.6 13.0 53.6 — (2.2) 51.4 Depreciation ...... (2.3) (2.1) (4.4) — — (4.4) Amortisation ...... (2.8) (0.1) (2.9) — — (2.9) Adjusted operating profit ...... 35.5 10.8 46.3 — (2.2) 44.1 Accelerated depreciation ...... (0.8) Accelerated amortisation ...... (0.5) Restructuring costs ...... (2.3) Management fees to private equity investor ...... (0.5) New business start-up costs ...... (0.8) Acquisition costs ...... (0.2) Operating profit ...... 39.0 Finance income ...... 2.1 Finance costs ...... (50.4) Loss before taxation ...... (9.3) Capital expenditure ...... 7.2 5.7 12.9 — — 12.9

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4 Segmental Reporting (Continued)

For the year ended 31 December 2013 Vehicle Remarketing Vehicle Central UK International Total Buying costs Total (£m) Revenue Total revenue ...... 200.4 93.9 294.3 148.8 — 443.1 Inter-segment revenue ...... (0.5) (0.3) (0.8) — — (0.8) Total revenue from external customers ...... 199.9 93.6 293.5 148.8 442.3 Adjusted EBITDA ...... 44.0 17.7 61.7 3.3 (2.5) 62.5 Depreciation ...... (2.4) (2.2) (4.6) (0.2) — (4.8) Amortisation ...... (3.5) (0.1) (3.6) — — (3.6) Adjusted operating profit ...... 38.1 15.4 53.5 3.1 (2.5) 54.1 Accelerated amortisation ...... (1.2) Restructuring costs ...... (4.8) Management fees to private equity investor ..... (0.5) Acquisition costs ...... (4.6) Amortisation of acquired intangibles ...... (1.4) Non-recurring items ...... (0.5) Operating profit ...... 41.1 Finance income ...... 0.6 Finance cost ...... (65.9) Loss before taxation ...... (24.2) Capital expenditure ...... 8.9 8.5 17.4 0.4 — 17.8

For the period ended 30 June 2013 (unaudited) Vehicle Remarketing Vehicle Central UK International Total Buying costs Total (£m) Revenue Total revenue ...... 101.4 47.9 149.3 — — 149.3 Inter-segment revenue ...... — (0.1) (0.1) — — (0.1) Total revenue from external customers ...... 101.4 47.8 149.2 — — 149.2 Adjusted EBITDA ...... 23.3 8.1 31.4 — (1.2) 30.2 Depreciation ...... (1.0) (1.2) (2.2) — — (2.2) Amortisation ...... (1.8) — (1.8) — — (1.8) Adjusted operating profit ...... 20.5 6.9 27.4 — (1.2) 26.2 Restructuring costs ...... (0.8) Management fees to private equity investor ..... (0.3) Non-recurring items ...... (0.3) Operating profit ...... 24.8 Finance income ...... 0.1 Finance cost ...... (29.0) Loss before taxation ...... (4.1) Capital expenditure ...... 4.1 1.0 5.1 — — 5.1

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4 Segmental Reporting (Continued)

For the period ended 30 June 2014 Vehicle Remarketing Vehicle Central UK International Total Buying costs Total (£m) Revenue Total revenue ...... 115.2 51.5 166.7 292.8 — 459.5 Inter-segment revenue ...... (1.0) (0.1) (1.1) — — (1.1) Total revenue from external customers ...... 114.2 51.4 165.6 292.8 — 458.4 Adjusted EBITDA ...... 28.8 7.6 36.4 8.7 (1.7) 43.4 Depreciation ...... (1.6) (1.3) (2.9) (0.2) — (3.1) Amortisation ...... (1.9) — (1.9) (0.2) — (2.1) Adjusted operating profit ...... 25.3 6.3 31.6 8.3 (1.7) 38.2 Amortisation of acquisition related intangibles . . . (1.7) Impairment of Property, Plant and Equipment . . . (4.0) Restructuring costs ...... (0.5) Management fees to private equity investor ..... (0.3) New business start-up costs ...... (0.6) Aborted IPO costs including management incentives ...... (5.2) Onerous lease provision ...... (19.2) Non-recurring items ...... 0.3 Operating profit ...... 7.0 Finance income ...... 2.6 Finance cost ...... (30.9) Loss before taxation ...... (21.3) Capital expenditure ...... 6.1 2.7 8.8 1.0 — 9.8

The impairment in property, plant and equipment above is in respect of properties in Spain and Denmark included in the Vehicle Remarketing—International segment.

5 Operating Costs

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Employment costs ...... 67.4 68.6 77.5 35.3 47.3 Operating lease—land and buildings ...... 29.6 28.9 29.2 15.0 14.8 Operating lease—other ...... 1.6 1.4 1.1 0.4 0.4 Depreciation of property, plant and equipment ...... 4.6 5.2 4.8 2.2 3.1 Amortisation of intangible assets ...... 5.8 3.4 6.2 1.8 3.8 Impairment of property, plant and equipment ...... ——— — 4.0 Provision for onerous lease ...... ——— — 19.2 Other operating costs ...... 40.8 42.4 50.4 25.0 28.6 Operating Costs ...... 149.8 149.9 169.2 79.7 121.2

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6 Employees and Directors (a) Staff costs for the Group during the year:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Wages and salaries ...... 59.2 60.8 71.4 31.0 42.0 Pension costs ...... 1.1 1.1 1.6 0.7 0.8 Social security costs ...... 8.0 8.3 9.2 4.4 5.7 Share based payment expense ...... — — — 4.5 Total gross employment costs ...... 68.3 70.2 82.2 36.1 53.0 Staff costs capitalised within intangible assets ...... (0.9) (1.6) (1.4) (0.8) (1.5) Total employment cost expense ...... 67.4 68.6 80.8 35.3 51.5

Average monthly number of people (including Executive Directors) employed:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (Number) By reportable segment Vehicle Remarketing UK...... 1,762 1,742 2,085 2,032 2,104 International ...... 650 670 718 720 748 Vehicle Buying ...... — — 115(1) — 320 2,412 2,412 2,918 2,752 3,172

Note: (1) Comprises four and a half months of staff at WeBuyAnyCar.

(b) Directors’ emoluments

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Jon Olsen— Aggregate emoluments ...... 0.4 0.3 0.6 0.4 0.2 Accrued retirement benefits from defined benefit pension scheme ...... — 0.1 0.1 0.1 0.1 Simon Hosking— Aggregate emoluments ...... 0.2 0.2 0.4 0.2 0.1 Accrued retirement benefits from defined benefit pension scheme ...... — — — — — In the six months to 30 June 2014, an amount of £5,571 (Year to 31 December 2013: £4,718) was paid to Noel McKee who is a director of the company. In the six months to 30 June 2014, an amount of £20,000 (30 June 2013: £17,500; Year to 31 December 2013: £35,000; 2012: £35,000, 2011: £35,000) was paid to Simon Consultancy Limited, a company owned by Andrew Simon, for his services as a director of the Group. Manfried Kindle, David Novak and Marco Herbst are all employed and remunerated by CD&R.

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6 Employees and Directors (Continued) (c) Key management compensation The following table details the aggregate compensation paid in respect of key management personnel:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Wages and salaries ...... 1.2 1.4 1.4 0.7 1.0 Bonus(1) ...... — 0.3 0.9 0.6 0.1 Short-term non-monetary benefits ...... — — 0.1 — — Post-employment benefits ...... 0.1 0.1 0.1 0.1 0.1 Termination benefits ...... 0.1 — — — 0.2 Share based payments ...... — — — — — Sums paid to third parties for directors’ services ...... — — — — — 1.4 1.8 2.5 1.4 1.4

Note: (1) Included within bonus above are amounts for share settled bonuses as well as cash settled bonuses. Key management personnel comprises the direct reports of the Chief Executive Officer. Certain management participate in the UK defined benefit pension scheme. The cost of current service is included in the post-employment benefits cost above. Pension costs under defined contribution schemes are included in the post-employment benefits disclosed above. The disclosures of the value of share awards granted under the long term incentive schemes are included in note 27.

(d) Retirement benefits The Group offers membership of the BCA Retirement Benefit Plan to eligible employees in the UK. The scheme is a defined contribution scheme, similar arrangements are provided by companies in Europe. The pensions cost in the 6 months ended 30 June 2014 was £0.4m (2013: £0.7m, 2012: £0.2m, 2011: £0.4m). In addition the Group operates the BCA Pension Plan. The BCA Pension Plan is a defined benefit scheme closed to new members but still accruing benefit to active members. Further information is set out in note 20.

7 Finance Costs

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Interest costs: Interest payable on borrowings ...... 11.3 9.5 11.1 3.7 8.7 Cash payable interest ...... 11.3 9.5 11.1 3.7 8.7 Interest on accumulating loans (PIKs) ...... 15.3 22.7 25.7 12.7 10.6 Interest on loan from ultimate controlling party ...... 15.4 14.8 17.5 8.3 10.7 Amortisation of issue costs ...... 3.5 3.4 2.7 1.6 0.9 Write off of extinguished debt issue fees ...... — — 8.0 — — Pension finance costs ...... — — 0.1 — — Foreign exchange losses ...... — — 0.8 2.7 — Accrued interest payable ...... 34.2 40.9 54.8 25.3 22.2 Finance costs ...... 45.5 50.4 65.9 29.0 30.9

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8 Finance Income

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Interest income ...... 0.5 0.9 0.6 0.1 0.5 Pension finance income ...... 0.3 — — — 0.1 Foreign exchange gains ...... 3.2 1.2 — — 2.0 Finance income ...... 4.0 2.1 0.6 0.1 2.6

9 Auditor Remuneration During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditors at costs as detailed below:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Fees payable to Group’s auditor and its associates for the audit of Historical financial information ...... 0.1 0.1 0.1 — — Fees payable to Group’s auditor and its associates for other services: —The audit of Group’s subsidiaries ...... 0.2 0.2 0.3 — — —Non-audit services ...... — — 0.1 — — —Tax advisory services ...... — 0.1 0.1 — 0.1 0.3 0.4 0.6 — 0.1

10 Taxation

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Analysis of charge/ (credit) in year Current tax on result for the year ...... 3.1 2.6 4.8 2.3 1.3 Adjustments in respect of prior periods ...... (2.0) — (0.1) — — Total current tax ...... 1.1 2.6 4.7 2.3 1.3 Deferred tax: Origination and reversal of temporary differences ...... (0.2) (4.5) (1.8) 0.2 (1.5) Total deferred tax (note 21) ...... (0.2) (4.5) (1.8) 0.2 (1.5) Income tax charge/(credit) ...... 0.9 (1.9) 2.9 2.5 (0.2)

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10 Taxation (Continued) The tax charge/ (credit) for the year differs from the standard rate of corporation tax in the UK of 22.00% (HY2013: 23.50%, 2013: 23.25%, 2012: 24.50%, 2011: 26.50%). The differences are explained below:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Loss on ordinary activities before tax ...... 3.4 9.3 24.2 4.1 21.3 Loss on ordinary activities multiplied by the rate of corporation tax in the UK of 22.00% (HY2013: 23.50%, 2013: 23.25%, 2012: 24.50%, 2011: 26.50%) ...... (0.9) (2.3) (5.6) (1.0) (4.6) Effects of: Expenses not deductible for tax purposes ...... 4.6 1.2 8.5 3.4 5.0 Income not subject to tax ...... (0.9) (0.9) (0.2) (0.2) (0.5) Adjustments in respect of prior periods ...... (2.0) — (0.1) — — Effect of different tax rates on profits earned outside the UK . 0.1 0.1 0.3 0.3 (0.1) Total taxation charge/(credit) ...... 0.9 (1.9) 2.9 2.5 (0.2)

The standard rate of Corporation Tax in the UK changed from 23% to 21% with effect from 1 April 2014 (2013: 24% to 23%, 2012: 26% to 24%, 2011: 28% to 26%). Accordingly, the Group’s profits for the accounting period ended 30 June 2014 are taxed at an effective rate of 22.00% (2013: 23.25%, HY2013: 23.50%, 2012: 24.50%, 2011: 26.50%). Profits will be taxed at 20% from 1 April 2015 as that rate was substantively enacted on 2 July 2013. Deferred taxes reported at the balance sheet date have been measured using the substantively enacted tax rate applicable at that date.

11 Intangible Assets (a) Cost, amortisation and net book value of intangible assets are as follows:

As at 31 December 2011 Internally generated Acquired Goodwill software software Total Cost At 1 January ...... 380.2 12.3 1.6 394.1 Additions ...... 0.6 3.2 0.3 4.1 At 31 December ...... 380.8 15.5 1.9 398.2 Accumulated amortisation At 1 January ...... — 1.6 0.5 2.1 Charge for the year ...... — 5.4 0.4 5.8 At 31 December ...... — 7.0 0.9 7.9 Net book amount At 31 December ...... 380.8 8.5 1.0 390.3

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11 Intangible Assets (Continued) Charge for the year includes accelerated amortisation of £2.7 million in respect of the acceleration of the life of Euro AIS software.

As at 31 December 2012 Internally generated Acquired Goodwill software software Total Cost At 1 January ...... 380.8 15.5 1.9 398.2 Additions ...... 1.5 3.3 0.8 5.6 At 31 December ...... 382.3 18.8 2.7 403.8 Accumulated amortisation At 1 January ...... — 7.0 0.9 7.9 Charge for the year ...... — 3.0 0.4 3.4 At 31 December ...... — 10.0 1.3 11.3 Net book amount At 31 December ...... 382.3 8.8 1.4 392.5

As at 31 December 2013 Internally Acquisition generated related Acquired Goodwill software intangibles software Total (£m) Cost At 1 January ...... 382.3 18.8 — 2.7 403.8 Acquired ...... — 1.2 — 0.1 1.3 Additions ...... 93.1 4.5 54.0 1.4 153.0 At 31 December ...... 475.4 24.5 54.0 4.2 558.1 Accumulated amortisation At 1 January ...... — 10.0 — 1.3 11.3 Charge for the year ...... — 4.3 1.4 0.5 6.2 At 31 December ...... — 14.3 1.4 1.8 17.5 Net book amount At 31 December ...... 475.4 10.2 52.6 2.4 540.6

Acquisition related intangibles are assets identified, with the exception of goodwill, which arise as a result of the allocation of the purchase price of acquisitions made in 2013—see part (b) of this note. Assets are

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11 Intangible Assets (Continued) primarily brands (£53.0m) with a life of 10-15 years and contractual customer relationships (£1.0m) with a life of 5 years.

As at 30 June 2014 Internally Acquisition generated related Acquired Goodwill software intangibles software Total (£m) Cost At 1 January ...... 475.4 24.5 54.0 4.2 558.1 Additions ...... — 2.4 — 0.3 2.7 At 31 December ...... 475.4 26.9 54.0 4.5 560.8 Accumulated amortisation At 1 January ...... — 14.3 1.4 1.8 17.5 Charge for the period ...... — 1.9 1.7 0.2 3.8 At 31 December ...... — 16.2 3.1 2.0 21.3 Net book amount At 31 December ...... 475.4 10.7 50.9 2.5 539.5

All amortisation charges have been treated as Operating Costs in the income statement.

(b) Acquisitions The acquisitions relate to the following acquisitions by the Group:

Pennine Metals B Limited On 16 August 2013, BCA Osprey IV Limited, one of the WBAC subsidiaries, acquired the entire share capital of Pennine Metals B Limited, the immediate parent company of We Buy Any Car Limited, for total consideration of £129.1 million. We Buy Any Car Limited is a vehicle buying company and a vendor to the Vehicle Remarketing Division. Goodwill arising on the acquisition of We Buy Any Car Limited represents the benefit of the synergies arising from the combining of the operations of the business with those of the Group.

Fair value (£m) Intangible assets:—Brand and domain ...... 52.0 Internally generated software ...... 0.8 Acquired software ...... 0.1 Property, plant and equipment ...... 0.6 Inventory ...... 8.0 Trade and other receivables ...... 10.8 Cash and cash equivalents ...... 0.2 Overdrafts ...... (2.9) Trade and other payables ...... (11.1) Borrowings ...... (7.6) Net assets acquired ...... 50.9 Deferred tax liability created ...... (10.1) Goodwill ...... 88.3 Consideration ...... 129.1 Consideration satisfied by: Cash ...... 87.5 Issue of shares to parent undertaking ...... 14.8 Issue of shareholder loan notes to parent undertaking ...... 23.9 Transfer of payables to BCA Osprey IV Limited ...... 2.9

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11 Intangible Assets (Continued) £38.7 million of the consideration was satisfied by the issue of shares and debt instruments by the ultimate parent undertaking, CD&R Osprey Investment S.a.r.l..` The Group subsequently issued loan notes and share capital to CD&R Osprey Investment S.a.r.l.` in consideration for its shares in Pennine Metals B Limited. The loan notes to CD&R Osprey Investment S.a.r.l.` bear interest at 12.1% per annum and are repayable in 2028.

Other acquisitions On 13 May 2011 a further 8% of JTK Automotive Limited (previously owned 76%), a logistics company, was acquired for cash consideration of £0.7 million. Of the consideration £0.1 million was attributed to the fair value of net assets and the remaining £0.6 million was attributed to goodwill. On 31 May 2012 the remaining 14% of JTK Automotive Limited was acquired for cash consideration of £1.6 million. Of the consideration £0.1 million was for the acquisition of net assets and the remaining £1.5 million was for goodwill. On 19 April 2013 the Group acquired the entire share capital of NKL Automotive Limited, a logistics company. The acquisition was made in furtherance of the Group’s strategy of developing businesses complementary to its auction operations in Europe. The fair value of the assets acquired and consideration paid for the share capital of NKL Automotive Limited is set out below:

Fair value (£m) Intangible assets:—Customer contracts and relationships ...... 1.0 Trade and other receivables ...... 2.4 Trade and other payables ...... (0.6) Net assets acquired ...... 2.8 Deferred tax liability created ...... (0.5) Goodwill ...... 2.3 Consideration—satisfied by cash ...... 4.6

On 30 December 2013, the Group acquired the entire share capital of FleetSelect BV, an on-line vehicle remarketing company. The acquisition was made in furtherance of the Group’s strategy of developing businesses complementary to its auction operations in the United Kingdom. The fair value of the assets acquired and consideration paid for the share capital of FleetSelect BV is set out below:

Fair value (£m) Intangible assets:—Brand and domain ...... 1.0 Internally generated software ...... 0.4 Property, plant and equipment ...... 0.1 Trade and other receivables ...... 0.8 Trade and other payables ...... (1.3) Net assets acquired ...... 1.0 Deferred tax liability created ...... (0.2) Goodwill ...... 2.5 Consideration—satisfied by cash ...... 3.3

On 19 May 2014 the Group acquired 25% of Fleet Control Monitor GmbH (FCM), a company providing fleet management solutions, increasing the ownership percentage from 51% to 76%. The additional shares in the company were purchased for cash consideration of £0.1m.

Pro forma full year information: If the acquisition of Pennine Metals B Limited had occurred on 1 January 2013 the approximate Revenue, Adjusted EBITDA and Operating profit of the Group would have been £731.7m, £67.5 million and £10.1m respectively. This information has been estimated based on the management information of

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11 Intangible Assets (Continued) Pennine Metals B Limited group prior to acquisition. The acquired business contributed Revenue, Adjusted EBITDA and Operating profit for the period 16 August to 31 December 2013 of £148.8m, £3.3m and £3.1m respectively. Operating costs incurred since acquisition comprised employment costs £0.7 million, lease costs of £0.6 million, depreciation and amortisation costs of £0.2 million and other costs of £1.2 million. NKL Automotive and Fleet Select BV contributed Revenue, Adjusted EBITDA and Operating profit for the period 19 April to 31 December 2013 of £7.2m, £0.5m and £0.5m respectively. It is estimated that the full year results of the Group, had they been acquired on 1 January 2013, would have been £446.5m of revenue, £63.1m of Adjusted EBITDA and £41.4m of Operating profit.

(c) Goodwill Goodwill comprises that arising on the acquisition of BCA by CD&R in 2010 of £380.2 million, the acquisition of Pennine Metals B Limited in 2013 of £88.3 million and a number of smaller acquisitions in the United Kingdom and Europe. Goodwill arising on the acquisition of Pennine Metals B Limited and the above smaller acquisitions represents the benefit of the synergies arising from the combining of the operations of the business with those of BCA. The Group reviews assets that have an indefinite useful life at least annually to assess whether their recoverable amount exceeds their carrying value. The recoverable amount is defined as the higher of fair value less costs to sell and value in use, which in turn is the present value of the future cash flows expected to be derived from the asset. The recoverable amount of goodwill and acquired intangible assets is assessed on the basis of the value in use of the cash generating unit or group of cash generating units (‘‘CGU’’) to which they are attributed. At the 30 June 2014 the Group considered it operated three CGU’s to which Goodwill could be allocated; Vehicle Remarketing UK, Vehicle Remarketing International and Vehicle Buying. On the basis of the estimates and assumptions made as part of the impairment review, the value in use of all three CGU’s exceeds its carrying value. Therefore no goodwill impairment is deemed necessary. The estimated value in use of these businesses is most sensitive to the discount rate. The three CGU’s; Vehicle Remarketing UK, Vehicle Remarketing International and Vehicle Buying, have all been reviewed for impairment separately based on their carrying amounts of £268.2m, £118.9m and £88.3m respectively. A range of discount rates between 10% and 11%, management forecasts for the next four years and long-term nominal growth rates between 1% and 2% have been used as estimates as part of the Vehicle Remarketing UK and Vehicle Remarketing International reviews. Discount rates between 10% and 11%, management forecasts for the next 10 years, with earnings growth rates of initially around 20% declining to the long term rate over the 10 year period, and a subsequent long-term nominal growth of 2% have been used as estimates as part of the Vehicle Buying review. Underlying those rates was an estimate of the Group’s weighted average cost of capital of 10.7%. If the estimate of the Group’s weighted average cost of capital were increased to 11.7%, but all other assumptions on which the estimates of value in use are based were held constant, no goodwill impairment charge would arise in any of the CGU’s. Similarly if the forecast EBITDA growth rates were reduced by 5%, with all other assumptions remaining the same, no goodwill impairment charge would arise in any of the CGU’s.

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12 Property, Plant and Equipment

As at 31 December 2011 Plant, Fixtures, Machinery Land & Fittings and and Motor Buildings Equipment Vehicles Total (£m) Cost At 1 January ...... 51.0 5.6 5.7 62.3 Additions ...... 0.4 1.3 2.5 4.2 Disposals ...... — (0.9) (2.1) (3.0) Exchange difference ...... (2.0) (0.3) (0.1) (2.4) At 31 December ...... 49.4 5.7 6.0 61.1 Accumulated depreciation At 1 January ...... 0.8 0.9 0.3 2.0 Charge for the year ...... 1.4 1.5 1.7 4.6 On disposals ...... — (0.9) (1.4) (2.3) Exchange difference ...... (0.5) (0.3) (0.1) (0.9) At 31 December ...... 1.7 1.2 0.5 3.4 Net book amount At 31 December ...... 47.7 4.5 5.5 57.7

As at 31 December 2012 Plant, Fixtures, Machinery Land & Fittings and and Motor Buildings Equipment Vehicles Total (£m) Cost At 1 January ...... 49.4 5.7 6.0 61.1 Additions ...... 4.3 1.3 3.2 8.8 Disposals ...... (0.1) (0.2) (2.1) (2.4) Reclassification ...... — 2.7 — 2.7 Exchange difference ...... (1.6) (0.3) (0.1) (2.0) At 31 December ...... 52.0 9.2 7.0 68.2 Accumulated depreciation At 1 January ...... 1.7 1.2 0.5 3.4 Charge for the year ...... 2.0 1.4 1.8 5.2 On disposals ...... — (0.2) (1.3) (1.5) Reclassification ...... — 2.7 — 2.7 Exchange difference ...... (0.4) (0.2) (0.1) (0.7) At 31 December ...... 3.3 4.9 0.9 9.1 Net book amount At 31 December ...... 48.7 4.3 6.1 59.1

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12 Property, Plant and Equipment (Continued) Included in land and buildings are assets in the course of construction with a book value of £3.9 million.

As at 31 December 2013 Plant, Fixtures, Machinery Land & Fittings and and Motor Buildings Equipment Vehicles Total (£m) Cost At 1 January ...... 52.0 9.2 7.0 68.2 Acquisitions ...... 0.1 0.2 0.4 0.7 Additions ...... 7.2 1.5 3.2 11.9 Disposals ...... (6.2) (1.2) (3.0) (10.4) Exchange difference ...... 1.2 0.2 0.1 1.5 At 31 December ...... 54.3 9.9 7.7 71.9 Accumulated depreciation At 1 January ...... 3.3 4.9 0.9 9.1 Charge for the year ...... 1.2 1.7 1.9 4.8 On disposals ...... (3.8) (1.1) (1.9) (6.8) Exchange differences ...... 0.4 0.2 0.1 0.7 At 31 December ...... 1.1 5.7 1.0 7.8 Net book amount At 31 December ...... 53.2 4.2 6.7 64.1

Included in land and buildings are assets in the course of construction with a book value of £6.5 million.

As at 30 June 2014 Plant, Fixtures, Machinery Land & Fittings and and Motor Buildings Equipment Vehicles Total (£m) Cost At 1 January ...... 54.3 9.9 7.7 71.9 Acquisitions ...... — 1.1 — 1.1 Additions ...... 1.7 2.3 3.1 7.1 Disposals ...... — (1.6) (1.4) (3.0) Exchange difference ...... (1.9) (0.3) (0.1) (2.3) At 30 June ...... 54.1 11.4 9.3 74.8 Accumulated depreciation At 1 January ...... 1.1 5.7 1.0 7.8 Charge for the period ...... 0.8 1.2 1.1 3.1 Impairment charge for the period ...... 4.0 — — 4.0 On disposals ...... — (1.6) (0.7) (2.3) Exchange differences ...... (0.6) (0.1) (0.1) (0.8) At 30 June ...... 5.3 5.2 1.3 11.8 Net book amount At 30 June ...... 48.8 6.2 8.0 63.0

Impairment The Group reviews tangible assets for evidence of impairment. Where the value in use, as determined by the present value of discounted cash flows, is less than the carrying value, the Group considers the fair value of the asset. In June 2014 the value in use of 2 properties in Spain and in Denmark were assessed as lower than the carrying value. Based on Directors estimates the fair value was determined to be £4.0m

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12 Property, Plant and Equipment (Continued) below the carrying value and accordingly the carrying values were impaired. The Directors’ estimates were based on knowledge of the relevant property markets and other appropriate information.

Finance lease commitments Included in property, plant and equipment are Land & Building assets held under finance leases with a net book value of £3.3m (2013: £3.6m, 2012: £3.5m, 2011: £3.8m) and accumulated depreciation of £0.7m (2013: £0.5m, 2012: £0.6m, 2011: £0.4m).

13 Investments Principal subsidiary undertakings of the Group The Group substantially owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its subsidiary undertakings. Principal subsidiary undertakings of the Group at 30 June 2014 are presented below:

Proportion of Proportion of ordinary shares Country of ordinary shares held by the Subsidiary Nature of business incorporation held by parent Group (%) BCA Osprey II Limited ...... Intermediate Parent England 100 100 BCA Remarketing Limited ...... Intermediate Parent England — 100 BCA Osprey IV Limited ...... Intermediate Parent England — 100 British Car Auctions Limited .... Motor Vehicle Remarketing England — 100 BCA Logistics Limited ...... Motor Vehicle Distribution England — 100 We Buy Any Car Limited ...... Motor Vehicle Purchasing England — 100 BCA Autoauktionen GmbH ..... Motor Vehicle Remarketing Germany — 100 BCAuto Encheres SA ...... Motor Vehicle Remarketing France — 100 As at 30 June 2014, the Group had a joint venture interest of £0.6m on the consolidated balance sheet, which represents a 24.5% share in BCA Brazil. As at 31 December 2013 the Group had a joint venture interest of £0.2m on the consolidated balance sheet, which represents a 24.5% share in BCA Brazil and a 51% share in BCA Remarketing Solutions GmbH (formerly Fleet Control Monitor GmbH).

14 Inventories

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Gross Inventories ...... 2.1 2.4 33.2 14.1 Inventory Provision ...... — — — — Net Inventories ...... 2.1 2.4 33.2 14.1

Inventories recognised as an expense and charged to cost of sales for the six months ended 30 June 2014 were £274m (30 June 2013: £Nil) and for the year to 31 December 2013 were £138.9m. Write down of inventories recognised as an expense in the period ended 30 June 2014 amount to £nil (30 June 2013: £nil) and for the year to 31 December 2013 were £0.1m (2012: £nil, 2011: £0.1m).

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15 Trade and Other Receivables

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Amounts falling due within one year: Trade receivables due but not past due ...... 24.3 33.3 30.1 63.5 Trade receivables past due ...... 4.4 7.0 7.2 5.8 Group provision for impairment ...... (0.8) (0.6) (0.8) (1.0) Trade receivables—net ...... 27.9 39.7 36.5 68.3 Other receivables ...... 11.4 14.6 24.7 10.9 Accrued income ...... 1.8 2.5 3.6 4.0 Prepayments ...... 9.5 9.6 12.7 12.7 50.6 66.4 77.5 95.9

Trade and other receivables are presented as current assets and any fair value difference is not material. Trade and other receivables are considered past due once they have passed their contracted due date. Trade receivables are reviewed for impairment if they are past due beyond 90 days. Movements on the group provision for impairment of trade receivables are as follows:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) At 1 January ...... 1.0 0.8 0.6 0.8 Provision for receivables impairment ...... 0.2 — 0.3 0.2 Receivables written off during the year as uncollectible ...... (0.4) (0.1) — — Unused amounts reversed ...... — (0.1) (0.1) — At end of period ...... 0.8 0.6 0.8 1.0

The creation and release of provisions for impaired receivables have been included in ‘operating costs’ in the income statement. As of 30 June 2014 £5.1m (31 December 2013: £0.5m) of receivables due from customers under the vehicle buyers finance arrangements were secured on vehicles held by those customers. The ageing of receivables is as follows: -

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Not past due and not impaired ...... 24.3 33.3 30.1 63.5 Up to 30 days overdue and not impaired ...... 3.0 3.5 4.7 3.1 Up to 30 days overdue and impaired ...... ——— — Past 30 days overdue and not impaired ...... 0.6 2.9 1.7 1.7 Past 30 days overdue and impaired ...... 0.8 0.6 0.8 1.0 28.7 40.3 37.3 69.3 Impairment ...... (0.8) (0.6) (0.8) (1.0) Net Trade receivables ...... 27.9 39.7 36.5 68.3

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16 Cash and Cash Equivalents

As at 31 December As at 2011 2012 2013 30 June 2014 (£m) Cash and cash equivalents Cash at bank and in hand ...... — 8.5 2.4 56.6 Overdraft ...... (1.9) — — — (Overdraft)/Cash ...... (1.9) 8.5 2.4 56.6

The presentation of cash and cash equivalents differs for the year ended 31 December 2011 compared to the published financial statements, as it is shown net of overdraft above. There is a legal right of offset and so cash and cash equivalents have been presented net of overdrafts to reflect this. This change of presentation first occurred in the financial statements for the year ended 31 December 2013.

Offsetting financial assets and financial liabilities The following financial instruments are subject to offsetting, enforceable master netting arrangements and similar agreements:

Financial assets

As at 31 December As at 2011 2012 2013 30 June 2014 (£m) Gross amount of recognised financial assets: —Cash at bank and in hand ...... — 63.8 97.5 161.9 Gross amount of recognised financial liabilities set off in the balance sheet —Overdrafts ...... — (55.3) (95.1) (105.3) Cash at bank and in hand ...... — 8.5 2.4 56.6

Financial liabilities

As at 31 December As at 2011 2012 2013 30 June 2014 (£m) Gross amount of recognised financial liabilities: —Overdrafts ...... 34.8 — — — Gross amount of recognised financial assets off in the balance sheet —Cash at bank and in hand ...... (32.9) — — — Overdrafts ...... 1.9 — — —

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17 Trade and Other Payables

As at 31 December As at 2011 2012 2013 30 June 2014 (£m) Trade payables ...... 53.8 64.0 67.3 107.6 Obligations under operating leases ...... 33.7 38.9 42.7 44.6 Current income tax liability ...... 4.8 1.2 2.1 3.5 Social security and other taxes ...... 3.1 6.7 8.6 6.9 Accruals and other payables ...... 32.5 38.6 38.5 51.1 Unamortised leaseback premium ...... 7.7 7.3 6.9 6.7 135.6 156.7 166.1 220.4 Trade and other payables due within 1 year ...... 94.2 110.5 116.5 169.1 Trade and other payables due after 1 year ...... 41.4 46.2 49.6 51.3 135.6 156.7 166.1 220.4

Obligations under operating leases represent the cumulative difference between the income statement charge for operating leases and the cash payments made in accordance with the lease agreement. Included within accruals and other payables at 30 June 2014 is £14.9m (31 December 2013: £7.0m, 2012: £15.9m, 2011: £14.3m) of accrued interest on the PIK loan note and the balance due to the ultimate controlling party. In addition to the accruals of £7.0m in 2013, a further amount of £8.7m has been included within the £149.6m PIK loan note balance (note 18) as a consequence of a partial repayment at the time of the We Buy Any Car acquisition in August 2013. The unamortised lease premium represents the difference between the market price and sale price of properties in the UK arising at the time of sale and lease back to a then connected party which is being amortised over the period of the lease.

18 Borrowings

As at 31 December As at 2011 2012 2013 30 June 2014 (£m) Non-current Bank borrowings ...... 112.8 96.4 268.4 266.5 Loan Notes—PIKs ...... 154.1 173.6 149.6 160.0 Balance due to ultimate controlling party ...... 122.4 137.2 178.6 178.6 389.3 407.2 596.6 605.1 Current Bank borrowing ...... 14.2 17.6 11.2 1.6 14.2 17.6 11.2 1.6

Movements on borrowings in the year to 31 December 2013 comprise cash movements of £87.1 million and non cash movements of £95.9 million, comprising the capitalisation of interest on the PIK notes and shareholder loans of £51.6 million, loan notes issued as consideration for the acquisition of Pennine Metals B Limited (£23.8 million), borrowings of subsidiaries on acquisition (£7.6 million), with the balance being debt issue fees written off and exchange movements.

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18 Borrowings (Continued) Interest rate profile of interest bearing borrowings are as follows:

As at 31 December As at 2011 2012 2013 30 June 2014 Interest Interest Interest Interest Debt rate Debt rate Debt rate Debt rate (£m) Floating rate borrowings Bank borrowings ...... 127.0 7.1% 114.0 6.4% 279.6 5.3% 268.1 5.3% Fixed rate borrowings Loan notes—PIKs ...... 154.1 12.5% 173.6 12.5% 149.6 12.5% 160.0 12.5% Balance due to ultimate controlling party . . 122.4 12.1% 137.2 12.1% 178.6 12.1% 178.6 12.1% Weighted average cost of drawn borrowings 403.5 10.7% 424.8 10.8% 607.8 9.1% 606.7 9.2%

The carrying amounts and fair value of the non-current borrowings are as follows:

As at 31 December As at 2011 2012 2013 30 June 2014 Carrying Fair Carrying Fair Carrying Fair Carrying Fair amount Value amount Value amount Value amount Value (£m) Bank borrowings ...... 112.8 122.7 96.4 103.8 268.4 274.1 266.5 272.4 Loan Notes—PIKs ...... 154.1 193.8 173.6 211.5 149.6 157.3 160.0 175.5 Balance due to ultimate controlling party . . 122.4 131.0 137.2 144.1 178.6 178.0 178.6 186.7 389.3 447.5 407.2 459.4 596.6 609.4 605.1 634.6

Carrying amounts are stated net of unamortised issue costs. The fair value of bank borrowings represents the nominal value as the loans bear interest based on LIBOR and EURIBOR. The fair value of the PIK loan notes reflect the cashflows of the loans discounted at a rate of 9% which reflects the specific risks of the PIK loans principally their being issued at a discounted rate, their yield to maturity and their interest being accumulated rather than payable. These fair values are within Level 3 of the valuation hierarchy for financial instruments. The fair value of the balance due to ultimate controlling party is discounted at a rate of 10% which reflects their yield to maturity and their interest being accumulated rather than payable. These fair values are within Level 3 of the valuation hierarchy for financial instruments. Borrowings have the following maturity profile:

As at 31 December As at 2011 2012 2013 30 June 2014 (£m) Within 1 year ...... 14.2 17.6 11.2 1.6 1 - 2 years ...... 8.9 24.9 0.7 2.3 2 - 5 years ...... 32.0 380.3 321.6 339.7 Over 5 years ...... 348.4 2.0 274.3 263.0 403.5 424.8 607.8 606.7

Details of the currencies in which the Group’s borrowings are denominated are set out in Note 25.

(a) Bank Borrowings In February 2010 the Group entered into a seven year committed £217.0 million multi-currency term and revolving facility of which £157.0 million was drawn down and used as part of the financing for the acquisition of the BCA Holdings Limited group. In August 2013 the term facility was amended to a principal amount of £268.8 million and its maturity extended to February 2020 as part of the financing for the acquisition of the Pennine Metals B Limited group and the capex and revolving credit facilities were increased to £75.0 million. During 2013 the Group incurred additional total issue costs of £8.9 million in respect of the amend and extend of this agreement.

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18 Borrowings (Continued) Unamortised fees of £8.0m from the initial facility were written off as the refinancing was an extinguishment of the previous financing. The new issue fees, together with the interest expense, are allocated to the profit and loss account over the term of the facility at a constant rate on the carrying amount. Security is provided by a fixed and floating charge over the Group’s assets. The Group’s principal bank loans are denominated in sterling and euros, and bear interest based on LIBOR and EURIBOR. They are secured by a fixed and floating charge over the Group’s present and future assets. At 30 June 2014 £173.6m (2013: £173.6m, 2012: £92.2m, 2011: £95.4m) of the Group’s bank borrowings were subject to interest rate swap agreements. At 30 June 2014 the fixed rate for the sterling swap was 1.19% per annum and the floating rate was 0.55% per annum (3 month LIBOR). The fixed rate for the Euro swap was 0.74% per annum and the floating rate was 0.21% per annum (3 month EURIBOR). The Group’s bank loans in mainland Europe bear interest based on EURIBOR. The group has the following undrawn borrowing facilities

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) Floating rate: Expiring beyond one year ...... 51.1 50.4 36.8 60.2 51.1 50.4 36.8 60.2

(b) Shareholder loan notes Of the amounts payable by the Group to the ultimate controlling party (principal and capitalised interest), £153.8 million is repayable on 24 February 2018 and £24.8 million is repayable on 11 September 2028. The balance accrues interest at 12.1% per annum. Interest is not payable until the end of the loan. Accrued interest is capitalised into the principal value of the loan each December.

(c) Payment in Kind, accumulating loans On 15 April 2011, BCA Osprey II Limited issued ‘payment in kind’ certificates (PIKs) for a nominal value of £166 million. The PIKs are denominated in Sterling (66%) and Euros (34%), accrue interest at 12.5% and are repayable on 17 August 2017. No interest is required to be paid on the loan until maturity. Accrued interest is added to the principal value of the loan each April. The loan is repayable early at the option of BCA Osprey II Limited. The loans were issued at a discount of 3.5% which is being accrued and charged to the income statement over the term of the loan. The loan is stated net of issue costs £0.5 million at 30 June 2014 (31 December 2013: £0.6 million; 2012: £0.7 million; 2011: £0.8 million) which are allocated to the profit and loss account over the term of the loan at a constant rate.

19 Provisions

Onerous lease provision Total (£m) At 1 January 2014 ...... — — Charged/(credited) to the income statement —Additional provisions ...... 19.2 19.2 —Unwind of discount ...... — — At 30 June 2014 ...... 19.2 19.2

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19 Provisions (Continued) Analysis of total provisions:

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) Non-current ...... — — — 19.2 — — — 19.2

Onerous lease provision During March 2014 the Group identified two properties in the UK for which it has no future use. A provision has been made for the minimum lease payments estimated to be paid until the end of the lease in 2031, net of management’s estimate as to likely revenues receivable in respect of sub leases or other uses of the properties. The future payments have been discounted at the risk free rate of 3%.

20 Pensions and Other Post-Retirement Benefits The Group participates in defined contribution schemes and a defined benefit scheme. In the six months to 30 June 2014 the Group’s contribution to defined contribution schemes for its employees was £0.4m (Year to 31 December 2013: £0.7m; 2012: £0.2m, 2011: £0.4m). The defined benefit scheme, BCA Pension Plan (‘‘the plan’’), provides benefits based on final pensionable salary. The plan is closed to new entrants. The valuation used for these accounts is based on the results of an actuarial valuation carried out as of 5 April 2011 and updated to the relevant balance sheet dates by Capita, independent consulting actuaries in accordance with IAS19 Revised. The UK scheme is registered with HMRC and complies fully with the regulatory framework published by the UK pensions regulator. Benefits are paid to the members from a separate fund administered by independent trustees, three of whom are appointed by the Group and two chosen by scheme members. The Trustees are required to act in the best interests of the members and are responsible for making funding and investment decisions in conjunction with the Group. The principal assumptions used by the actuaries are as follows:

As at 31 December As at 30 June 2011 2012 2013 2014 Rate of increase in salaries ...... 3.75% 3.60% 4.00% 3.95% Rate of increase in pensions: —LPI (5.0% Cap) ...... 3.10% 3.00% 3.30% 3.20% —LPI (2.5% Cap) ...... 2.10% 2.10% 2.20% 2.20% Discount rate ...... 4.75% 4.60% 4.60% 4.35% Rate of inflation: —Retail price index ...... 3.25% 3.10% 3.50% 3.45% —Consumer price index ...... 2.25% 2.10% 2.50% 2.45% Assumptions regarding future mortality experience are set based on published statistics and experience. The mortality assumptions imply the following expected future lifetimes from age 65:

As at 31 December As at 30 June 2011 2012 2013 2014 (Age) Males ...... 22.4 22.5 22.6 22.7 Females ...... 24.8 24.9 25.0 25.1 The assumptions used by the actuary are best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice.

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20 Pensions and Other Post-Retirement Benefits (Continued) The asset/ (liability) recognised in the Historical financial information of financial position is determined as follows:

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) Present value of funded obligations ...... (52.1) (54.8) (60.4) (64.2) Fair value of plan assets ...... 49.2 55.5 61.2 63.7 Net pension (liability)/asset ...... (2.9) 0.7 0.8 (0.5)

The amounts recognised in the income statement are as follows:

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) Current service cost ...... (0.7) (0.9) (0.9) (0.4) Net interest income/(expense) ...... 0.3 — (0.1) 0.1 (0.4) (0.9) (1.0) (0.3)

The amounts recognised in the statement of comprehensive income are as follows:

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) Actuarial (losses) / gains on liabilities: —Experience gains and losses ...... 2.4 0.6 (0.5) — —Changes in demographic assumptions ...... ——— — —Changes in financial assumptions ...... (1.2) (0.7) (2.3) (2.6) Actuarial (losses) / gains on assets: —Experience gains and losses ...... (2.8) 3.7 3.3 1.2 (1.6) 3.6 0.5 (1.4)

Analysis of the movement in the net asset/ (liability):

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) At 1 January ...... (5.6) (2.9) 0.7 0.8 Contributions by employer ...... 4.7 0.9 0.6 0.4 Actuarial (losses) / gains recognised in the year ...... (1.6) 3.6 0.5 (1.4) Net interest income/(expense) ...... 0.3 — (0.1) 0.1 Current service cost ...... (0.7) (0.9) (0.9) (0.4) At period end ...... (2.9) 0.7 0.8 (0.5)

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20 Pensions and Other Post-Retirement Benefits (Continued)

Changes in the present value of the defined benefit obligation are as follows:

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) At 1 January ...... 50.7 52.1 54.8 60.4 Current service cost ...... 0.7 0.9 0.9 0.4 Interest expense on plan liabilities ...... 2.8 2.4 2.6 1.4 Actuarial losses / (gains): —Experience gains and losses ...... (2.4) (0.6) 0.5 — —Changes in demographic assumptions ...... ——— — —Changes in financial assumptions ...... 1.2 0.7 2.3 2.6 Contributions by employees ...... 0.5 0.5 0.5 0.2 Benefits paid ...... (1.4) (1.2) (1.2) (0.8) At period end ...... 52.1 54.8 60.4 64.2

Changes in the fair value of the defined benefit asset are as follows:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) At 1 January ...... 45.1 49.2 55.5 61.2 Interest income on plan assets ...... 3.1 2.4 2.5 1.5 Scheme expenses/employer contributions ...... 4.7 0.9 0.6 0.4 Actuarial (losses) / gains: —Experience gains and losses ...... (2.8) 3.7 3.3 1.2 Contributions by employees ...... 0.5 0.5 0.5 0.2 Benefits paid ...... (1.4) (1.2) (1.2) (0.8) At period end ...... 49.2 55.5 61.2 63.7

At the end of the reporting period, the plan assets by category had been invested as follows:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Equities (quoted) ...... 29.0 32.7 31.7 32.6 Equities (unquoted) ...... — — Corporate bonds (quoted) ...... 17.1 20.1 21.2 22.7 Corporate bonds (unquoted) ...... — — Government bonds (quoted) ...... 2.8 2.7 2.9 3.0 Diversified growth funds (quoted) ...... — — 5.2 5.3 Other (quoted) ...... — — Other (unquoted) ...... 0.2 — 0.2 0.1 49.2 55.5 61.2 63.7

The following disclosures relate to the Group’s defined benefit plan only.

Risk management Asset volatility Scheme liabilities are calculated on a discounted basis using a discount rate which is set with reference to corporate bond yields. If scheme assets underperform this yield, then this will create a deficit. The scheme holds approximately 40% of assets as defensive assets (gilts, bonds) which mitigate significant changes in yields, and active monitoring plans are in place to identify opportunities to increase the proportion of such assets further when economically possible.

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20 Pensions and Other Post-Retirement Benefits (Continued) As the scheme matures, the Group reduces the level of investment risk by investing more in government and corporate bonds that better match the liabilities. However, the Company believes that due to the long term nature of the scheme liabilities, a level of continuing equity investment is an appropriate element of the long term investment strategy.

Inflation risk The majority of the Group’s defined benefit obligations are linked to inflation. Higher inflation will lead to higher liabilities, although in the majority of cases there are caps on the level of inflationary increases to be applied to pension obligations and approximately 5% of the Scheme’s assets are held as index-linked gilts to hedge against residual inflation risk in the context of these scheme cap rules.

Life expectancy The plan’s obligations are to provide a pension for the life of the member, so realised increases in life expectancy will result in an increase in the plans’ benefit payments. Future mortality rates cannot be predicted with certainty. All of the schemes conduct scheme-specific mortality investigations annually, to ensure the Group has a clear understanding of any potential increase in liability due to pensioners living for longer than assumed. The trustees of the scheme hedge this risk by adopting a prudent approach in their assumption for future improvements.

Sensitivity analysis The disclosures above are dependent on the assumptions used. The table below demonstrates the sensitivity of the defined benefit obligation to changes in assumptions used for the scheme. Impact on the defined benefit obligation

Loss % of liability (£m) Discount rate: +0.25% ...... 2.7 4.4 Mortality-1 year: q(x) reduced by 10% ...... 5.3 8.7 The above analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. The above variances have been used as they are believed to be reasonably possible fluctuations.

Expected future cash flows The Group expects the employer contributions to be made to its defined benefit plan in 2014 to be £1.0m (2013: £1.1m). The Group’s management does not expect any material changes to the annual cash contributions over the next three years; however it keeps contributions under review in the light of movements in the funding position of the scheme. The defined benefit obligations are based on the current value of expected benefit payment cash flows to members over the next several decades. The average duration of the liabilities is approximately 22 years for the scheme.

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21 Deferred Tax

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Deferred tax asset Deferred tax asset attributable to the following: Property, plant and equipment ...... — 0.8 0.4 0.4 Lease indexation ...... 7.4 8.4 9.4 10.4 Pension deficit ...... 0.6 — — 0.1 Other ...... 0.4 0.3 0.2 — Tax value of losses carried forwards ...... 0.1 3.1 4.1 5.0 Asset ...... 8.5 12.6 14.1 15.9 Deferred tax liability Deferred taxation liability attributable to the following: Pension surplus ...... — (0.2) (0.2) — Intangible assets ...... — — (10.5) (10.2) Other ...... (0.1) (0.3) (0.2) (0.5) Liability ...... (0.1) (0.5) (10.9) (10.7) Brought forward deferred tax net asset ...... 7.4 8.4 12.1 3.2 Deferred tax credit/(charge) included in income statement ...... 0.2 4.5 1.8 1.5 Pensions and other items included in other comprehensive income ...... (0.8) (0.8) — 0.3 Intangible assets ...... — — (10.8) — Other ...... 1.6 — 0.1 0.2 Carried forward deferred tax asset ...... 8.4 12.1 3.2 5.2

22 Called Up Share Capital

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Authorised, Allotted, called up and fully paid 4,000,002 ordinary shares of 100p each (2013: 4,000,002; 2012: 4,000,001; 2011: 4,000,001) ...... 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0

Description of shares On a realisation event the proceeds are distributed to the ordinary shareholders. During 2013 one share was issued with a nominal value of £1 and a share premium of £14.8m, in exchange for the investment in Pennine Metals B Limited (see note 11)

Dividends No dividends have been paid or declared in 2011, 2012, 2013 and the first half of 2014.

23 Reserves The following describes the nature and purpose of each reserve within shareholders’ equity:

Share premium The amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of new shares.

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23 Reserves (Continued) Foreign exchange reserve The foreign exchange reserve represents the difference arising from the changes to foreign exchange rates upon assets and liabilities of overseas subsidiaries.

Retained earnings Cumulative net gains and losses recognised in the Group income statement.

24 Commitments and Contingencies (a) Capital commitments There are no capital commitments at any of the period ends disclosed in this report.

(b) Operating lease commitments The Group leases various properties in the UK and Internationally under non-cancellable operating lease agreements. The lease terms are between 1 and 63 years, and certain of the lease agreements are renewable at the end of the lease period at market rate. The Group also leases various vehicles and plant and equipment under cancellable lease agreements. The Group is required to give between three months and three years notice for termination of these agreements. The lease expenditure charged to the income statement during the year is disclosed in note 5. The future aggregate minimum lease payments under non-cancellable operating leases as follows:

As at 31 December As at 30 June 2011 2012 2013 2014 (£m) Within 1 year ...... 23.4 23.7 24.4 24.6 Later than 1 year and less than 5 years ...... 95.0 96.7 100.4 101.8 After 5 years ...... 450.2 424.6 397.1 394.5 568.6 545.0 521.9 521.0

25 Financial Instruments—Risk Management Financial risk management The group’s activities expose it to a variety of financial risks: market risk (including currency risk and cash flow interest rate risk), credit risk and liquidity risk. Risk management is carried out by the Board of Directors. The group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed. Transactions are only undertaken if they relate to actual underlying exposures and hence cannot be viewed as speculative.

(a) Market risk

(i) Foreign exchange risk The group operates in the UK and mainland Europe (Germany, France, Belgium, Spain, Portugal, Netherlands, Italy, Denmark, Sweden, Switzerland and Poland) and is therefore

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25 Financial Instruments—Risk Management (Continued) exposed to foreign exchange risk. A table of the Euro exchange rates used by the Group can be seen below:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 Euro—Average ...... 1.1469 1.2296 1.1832 1.1813 1.2173 Euro—Closing ...... 1.1972 1.2332 1.2031 1.1694 1.2484 Foreign exchange risk arises primarily on recognised assets and liabilities and net investments in foreign operations. These overseas operations’ revenues and costs are mainly denominated in the currencies of the countries in which the operations are located. The functional currency of the Revenues and Adjusted EBITDA of the Group’s operation are as follows:

For the year ended 31 December Euro British Pound Other 2013 Revenue (£m) ...... 82.7 348.7 10.9 442.3 Revenue (%) ...... 19% 79% 2% 100% Adjusted EBITDA (£m) ...... 14.0 44.8 3.7 62.5 Adjusted EBITDA (%) ...... 22% 72% 6% 100%

For the six months ended 30 June Euro British Pound Other 2014 Revenue (£m) ...... 45.6 407.0 5.8 458.4 Revenue (%) ...... 10% 89% 1% 100% Adjusted EBITDA (£m) ...... 5.4 35.8 2.2 43.4 Adjusted EBITDA (%) ...... 12% 83% 5% 100% The Group does not have significant transactional foreign currency cash flow exposures. The Group does not normally hedge profit translation exposures since such hedges have only a temporary effect. The Group monitors its exposure to currency fluctuations on an ongoing basis. The Group maintains part of its net debt in Euros to match the currency in which its EBITDA is generated. At 30 June 2014, if Sterling had strengthened by 10% against the Euro with all other variables held constant, Adjusted EBITDA for the six months would have been £0.5m lower (year to 31 December 2013: £1.3m lower; 2012: £0.9m lower; 2011: £0.9m lower), mainly as a result of a reduction of the equivalent value in sterling of profits dominated in Euros. Details of the currencies in which the Group’s trade and other receivables, trade and other payables and loans and overdrafts are denominated are set out below: Trade and other receivables:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) British Pound ...... 25.8 31.1 33.6 62.1 Euro ...... 21.8 33.2 40.4 27.8 Other ...... 3.0 2.1 3.5 6.0 50.6 66.4 77.5 95.9

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EI79101A.;23 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EI79101A.;23 mrll_0614.fmt Free: 30DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 7921

25 Financial Instruments—Risk Management (Continued) Trade and other payables:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) British Pound ...... 99.4 110.2 112.7 162.4 Euro ...... 33.3 42.3 49.8 45.2 Other ...... 2.9 4.2 3.6 12.8 135.6 156.7 166.1 220.4

Loans and overdrafts:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) British Pound ...... 325.5 343.0 508.7 499.6 Euro ...... 78.0 81.8 99.1 107.1 403.5 424.8 607.8 606.7

(ii) Interest rate risk The Group’s interest rate risk arises from the group’s borrowings as disclosed in Note 18. Where possible the group seeks to fix the interest rates that it pays to mitigate the risk of interest rate fluctuations. Accordingly both the Payment in Kind loans and the Shareholder loan notes carry a fixed rate of interest. However, the term loan and any drawings under the revolving credit facility carry a variable rate of interest. To mitigate the risk the group has entered into interest rate swaps with a principal value of £173.6m at 30 June 2014 (31 December 2013: £173.6m: 2012: £92.2m: 2011: £95.4m). At 30 June 2014, if the rate on floating rate borrowings at that date had been 0.5% higher with all other variables held constant, post-tax profit for the half year would have been £0.5m lower (year to 31 December 2013: £0.5m lower; 2012: £0.1m lower; 2011: £0.2m lower), mainly as a result of higher interest expense on the unhedged floating rate borrowings.

(iii) Price risk The Group is exposed to the risk of a decrease in the volume of vehicles held as inventory, principally in its Vehicle Buying Division. This impact on the results of the Group is however minimal due to a short inventory holding period, which is typically less than 10 days.

(b) Credit risk The Group has no concentrations of credit risk. The Group has policies in place to ensure that sales are only made to clients with an appropriate credit history. Cash and cash equivalents are held with reputable institutions. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. The Directors believe there is no further credit risk provision required in excess of normal provision for doubtful receivables.

(c) Liquidity risk Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group Finance. Group Finance monitors forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group minimises the risk of breaching borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plan and covenant compliance requirements on its borrowings.

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25 Financial Instruments—Risk Management (Continued) To provide additional flexibility, the group has a £65m revolving credit facility (‘‘RCF’’). At 30 June 2014 £4.8m of the facility had been utilised to provide guarantees to third parties. This RCF is considered by management to provide adequate flexibility given the current liquidity of the business. The table below analyses the group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows at 30 June 2014.

Between 1 Between 2 Contractual Within and and Over Carrying Total 1 year 2 years 5 years 5 years (£m) Borrowings ...... 606.7 615.2 3.4 4.0 344.7 263.1 Trade and other payables ...... 220.4 169.1 169.1 — — —

Capital risk management The aim of the group is to maintain sufficient funds to enable it to make suitable investments and incremental acquisitions whilst minimising recourse to bankers and/or shareholders. All material cash amounts are deposited with financial institutions whose credit rating is at least Standard and Poors BBB or equivalent.

26 Related Party Transactions Key management compensation is given in note 6. Other related party transactions with the Group are as follows:

Trading transactions

Transaction amount Balance owed/(owing) Related party 31 December30 June 31 December 30 June relationship Transaction type 2011 2012 2013 2014 2011 2012 2013 2014 (£m) [A] Shareholder loan notes ...... (15.4) (14.8) (17.5) (10.7) (122.4) (137.2) (178.6) (178.6) [B] Shareholder loan notes accrued — — — — — — — (10.7) interest ...... [C] Fleet Control Monitor GmbH ...... (0.1)(1) (0.3)(1) (0.1)(1) — 0.7(2) 1.5(2) 1.8(2) —(2) [D] BCA Brazil ...... — — (0.2)(1) (0.1)(1) — — 1.4 1.4 [E] CC Automotive Group Limited ..... — — 0.2 0.1 — — (0.1) — [F] CarGroup Holdings LLC ...... — — 0.1 — — — — — [G] Carcraft Executive Pension Scheme . .———(0.1) — — — — [H] Management fees to private equity (0.5) (0.5) (0.5) (0.3) — — — — investor ......

Notes: (1) represents the share of retained losses of the JV for the year. (2) 51% owned JV until 31.12.13. Became a 76% owned subsidiary with effect from 1 January 2014 [A]: The shareholder loan notes represent amounts due by the Group to the ultimate controlling party. The balance accrues interest at 12.1% per annum [C]: Until 31.12.13 Fleet Control Monitor GmbH was a 51% owned joint venture. This company became a 76% owned subsidiary with effect from 1 January 2014. The balance owed to the Group at June 2014 represents an intragroup loan. [D]: BCA Brazil started trading in June 2013 and is a 24.5% owned joint venture. [E]: UK Car Group Limited and its subsidiary, CC Automotive Group Limited, were wholly controlled by N F W McKee, director of Pennine Metals B Limited (the immediate parent company of We Buy Any Car Limited), until 29 March 2014 when shares in the business were wholly disposed of. [F]: CarGroup Holdings LLC is an entity controlled by N F W McKee, a director of Pennine Metals B Limited, the immediate parent company of We Buy Any Car Limited. [G]: Rent of the head office of WeBuyAnyCar paid to Carcraft Executive Pension Scheme of which N F W McKee is a Trustee and potential beneficiary. [H]: Management fees paid to private equity sponsor.

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26 Related Party Transactions (Continued) These transactions are trading relationships which are made at market value. The Group has not made any provision for bad or doubtful debts in respect of related party debtors nor has any guarantee been given during HY2014, 2013, 2012 or 2011 regarding related party transactions. The directors have entered into credit sale agreements with the Group for the purchase of motor vehicles. The duration of these agreements is five years or less, an interest rate of 3.25% (2013: 4.0%, 2012: 8.0%, 2011: 8.0%) applies to loans issued in the period and all terms are on a commercial arm’s length basis. The balance owed at the period end and the highest balance owed during the period are shown in the following table:

Highest Balance balance Balance Highest Balance Highest Balance Highest owed as at owed owed as at balance owed as at balance owed as at balance 30 June during 31 December owed 31 December owed 31 December owed 2014 period 2013 during 2013 2012 during 2012 2011 during 2011 (£’000) J R Olsen ...... 50.9 52.7 19.7 28.4 26.2 35.8 35.8 42.7 S C D Hosking . . 35.4 39.4 27.1 32.4 29.9 33.7 16.5 20.4

27 Share Based Payments Awards of restricted shares and zero cost options over shares have been made to employees of the Group. The restricted shares and options vest when the Group is sold or is subject to an Initial Public Offering (IPO). The value of these awards has been determined using management estimates considering the earnings of the Group, valuation multiples appropriate to the business and the liquidity of such shares. The value of the awards is amortised over the expected vesting period to the date of sale or IPO. This expected vesting period is revised at each balance sheet date. As at 30 June 2014 £3.2m had been charged to expenses in respect of awards over 18.7 thousand shares. The expected life of such awards was 10.5 months. Certain staff will also receive a cash award at the sale of or IPO of the Group. This is linked to the value of the business at the time of the sale or IPO. An amount of £1.3m as at 30 June 2014 is treated as a liability and the value evaluated at each reporting date.

28 Subsequent events The BCA Group announced its intention to float on the London Stock Exchange on 6 October 2014. On 21 October 2014 the BCA Group announced that it had decided not to proceed with its intended IPO due to market conditions at that time. As a consequence of the preparation for the IPO, the BCA Group incurred costs and fees of £9.3 million in the year to 31 December 2014, with £8.7 million being incurred after 30 June 2014. Additionally, share based payment charges of £4.5 million relating to management share-based awards/plans and LTIPs were incurred in the six month period ended 30 June 2014 as a result of the vesting period being brought forward to an assumed IPO date in October 2014. Due to the deferral of the intended IPO, and resulting extension of the expected vesting period, a credit of £0.7 million will be recognised in the income statement for the period from 1 July 2014 to 31 December 2014 in respect of the share based payment charges. One off costs of approximately £2.9 million in respect of a reorganisation of operations in Europe are expected to be incurred in the six month period to 31 December 2014.

29 Ultimate Controlling Party At 30 June 2014, in the opinion of the directors, the ultimate parent and controlling party of the BCA Osprey I Limited Group was CD&R Osprey Investment S.a.r.l.,` a company registered in Luxembourg. Copies of the consolidated financial statements of BCA Osprey I Limited are available from the Company Secretary, BCA Osprey I Limited, Headway House, Crosby Way, Farnham, Surrey GU9 7XG, United Kingdom.

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30 Explanation of Transition to IFRS As stated in Note 2 this is the first Historical financial information prepared in accordance with IFRS. The date of the Group transition to IFRS is 1 January 2011 (the ‘‘Transition Date’’). The accounting policies described in Note 2 were applied when preparing Historical financial information for the periods ended 30 June 2014 and 2013, 31 December 2013, 2012 and 2011 and the Consolidated Statement of Financial Position as at the Transition Date. In preparing its opening IFRS Consolidated Statement of Financial Position and adjusting amounts reported previously in the financial statements prepared in accordance with UK GAAP (Generally Accepted Accounting Practice in the UK, previous GAAP), the Group has applied IFRS 1 First-Time Adoption of International Financial Reporting Standards, which contains a number of voluntary exemptions and mandatory exceptions from the requirement to apply IFRS retrospectively.

Exceptions and exemptions used during transition to IFRS The Group has applied the following mandatory exception required by IFRS 1 in the conversion from UK GAAP to IFRS:

Estimates Hindsight is not used to create or revise estimates. The estimates previously made by the Group under UK GAAP were not revised for application of IFRS, except where necessary to reflect any difference in accounting policies. The group has applied the following optional exemptions in the conversion from UK GAAP to IFRS:

Cumulative translation differences IFRS 1 allows a first-time adopter to not comply with the requirements of IAS 21 The Effects of Changes in Foreign Exchange Rates for cumulative translation differences that existed at the date of transition to IFRS. The Group has chosen to apply this election and has eliminated the cumulative translation difference against adjusted retained earnings at the date of transition to IFRS. If, subsequent to adoption, a foreign operation is disposed of, the translation differences that arose before the date of transition to IFRS will not affect the gain or loss on disposal.

Impact on the financial statements Below are the reconciliations of Statement of financial position as at 31 December 2013; 31 December 2012; 31 December 2011, 1 January 2011 and Statement of comprehensive income for the period ended 31 December 2013; 31 December 2012; 31 December 2011.

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30 Explanation of Transition to IFRS (Continued) The Group has made a number of reclassifications to the numbers reported under UK GAAP in order to present its cash flows in accordance with IFRS. These reclassification adjustments have no significant impact on the results presented for each type of the Group’s activities.

Reconciliation of shareholders’ deficit as of 1 January 2011 IFRS Adjustments Under Lease Total impact previous Indexation of change to Under UK GAAP (A) Software (B) Other (D) IFRS IFRS (£m) Assets Non-current assets Intangible assets ...... 380.2 — 11.8 — 11.8 392.0 Property, plant and equipment .... 72.2 — (11.8) — (11.8) 60.4 Interest in joint venture ...... — — — — — — Deferred tax asset ...... 0.8 6.2 — 0.4 6.6 7.4 Total non-current assets ...... 453.2 6.2 — 0.4 6.6 459.8 Current assets Inventory ...... 1.7 — — — — 1.7 Investments held as current assets . . 4.4 — — — — 4.4 Trade and other receivables ...... 55.1 — — — — 55.1 Cash and cash equivalents ...... 15.8 — — — — 15.8 Total current assets ...... 77.0 — — — — 77.0 Total assets ...... 530.2 6.2 — 0.4 6.6 536.8 Non-current liabilities Financial liabilities—loans and borrowings ...... (409.1) — — (1.2) (1.2) (410.3) Trade and other payables ...... — (28.3) — — (28.3) (28.3) Deferred tax liabilities ...... — — — — — — Net pension deficit ...... (4.0) — — — — (4.0) Total non-current liabilities ...... (413.1) (28.3) — (1.2) (29.5) (442.6) Current liabilities Overdraft ...... — — — — — — Financial liabilities—loans and borrowings ...... (27.8) — — — — (27.8) Trade and other payables ...... (91.4) — — (0.6) (0.6) (92.0) Total current liabilities ...... (119.2) — — (0.6) (0.6) (119.8) Total liabilities ...... (532.3) (28.3) — (1.8) (30.1) (562.4) Net Assets ...... (2.1) (22.1) — (1.4) (23.5) (25.6) Equity Share capital ...... 4.0 — — — — 4.0 Share premium ...... — — — — — — Foreign exchange reserve ...... — — — — — — Retained earnings ...... (6.3) (22.1) — (1.4) (23.5) (29.8) Equity Shareholders’ deficit ...... (2.3) (22.1) — (1.4) (23.5) (25.8) Non-controlling interests ...... 0.2 — — — — 0.2 Total shareholders’ deficit ...... (2.1) (22.1) — (1.4) (23.5) (25.6)

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EK79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EK79101A.;33 mrll_0614.fmt Free: 570DM/0D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 45840

30 Explanation of Transition to IFRS (Continued)

Reconciliation of shareholders’ deficit as of 31 December 2011 Total Under IFRS Adjustments impact of previous Presentational Revised Lease change to Under UK GAAP Adjustment (E) UK GAAP Indexation (A) Software (B) Other (D) IFRS IFRS (£m) Assets Non-current assets Intangible assets ..... 380.8 — 380.8 — 9.5 — 9.5 390.3 Property, plant and equipment ...... 67.3 — 67.3 — (9.6) — (9.6) 57.7 Interest in joint venture ...... (0.1) 0.1 — — — — — — Deferred tax asset . . . 0.1 0.7 0.8 7.4 — 0.3 7.7 8.5 Total non-current assets ...... 448.1 0.8 448.9 7.4 (0.1) 0.3 7.6 456.5 Current assets Inventory ...... 2.1 — 2.1 — — — — 2.1 Investments held as current assets ..... 2.2 — 2.2 — — — — 2.2 Trade and other receivables ...... 50.6 — 50.6 — — — — 50.6 Cash and cash equivalents ...... 32.9 (32.9) — — — — — — Total current assets . . . 87.8 (32.9) 54.9 — — — — 54.9 Total assets ...... 535.9 (32.1) 503.8 7.4 (0.1) 0.3 7.6 511.4 Non-current liabilities Financial liabilities— loans and borrowings (388.4) (388.4) — — (0.9) (0.9) (389.3) Trade and other payables ...... (7.7) — (7.7) (33.7) — — (33.7) (41.4) Deferred tax liabilities . — — — — — (0.1) (0.1) (0.1) Net pension deficit . . . (2.2) (0.7) (2.9) — — — — (2.9) Total non-current liabilities ...... (398.3) (0.7) (399.0) (33.7) — (1.0) (34.7) (433.7) Current liabilities Overdraft ...... — (1.9) (1.9) — — — — (1.9) Financial liabilities— loans and borrowings (49.0) 34.8 (14.2) — — — — (14.2) Trade and other payables ...... (92.1) (0.1) (92.2) — — (2.0) (2.0) (94.2) Total current liabilities . (141.1) 32.8 (108.3) — — (2.0) (2.0) (110.3) Total liabilities ...... (539.4) 32.1 (507.3) (33.7) — (3.0) (36.7) (544.0) Net Assets ...... (3.5) (3.5) (26.3) (0.1) (2.7) (29.1) (32.6) Equity Share capital ...... 4.0 — 4.0 — — — — 4.0 Share premium ..... — — — — — — — — Foreign exchange reserve ...... — — — — — (0.3) (0.3) (0.3) Retained earnings .... (7.8) — (7.8) (26.3) (0.1) (2.4) (28.8) (36.6) Equity Shareholders’ deficit ...... (3.8) — (3.8) (26.3) (0.1) (2.7) (29.1) (32.9) Non-controlling interests ...... 0.3 — 0.3 — — — — 0.3 Total shareholders’ deficit ...... (3.5) — (3.5) (26.3) (0.1) (2.7) (29.1) (32.6)

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EK79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EM79101A.;20 mrll_0614.fmt Free: 1250D*/4160D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 11004

30 Explanation of Transition to IFRS (Continued)

Reconciliation of shareholders’ deficit as of 31 December 2012 IFRS Adjustments Total Under Presentational Lease impact of previous Adjustment Revised Indexation Software Other change to Under UK GAAP (E) UK GAAP (A) (B) (D) IFRS IFRS (£m) Assets Non-current assets Intangible assets ...... 382.3 — 382.3 — 10.2 — 10.2 392.5 Property, plant and equipment 69.4 — 69.4 — (10.3) — (10.3) 59.1 Interest in joint venture ..... (0.4) 0.4 — — — — — — Deferred tax asset ...... 3.9 — 3.9 8.4 — 0.3 8.7 12.6 Net pension asset ...... 0.5 0.2 0.7 — — — — 0.7 Total non-current assets ..... 455.7 0.6 456.3 8.4 (0.1) 0.3 8.6 464.9 Current assets Inventory ...... 2.4 — 2.4 — — — — 2.4 Investments held as current assets ...... 2.3 — 2.3 — — — — 2.3 Trade and other receivables. . . 66.4 — 66.4 — — — — 66.4 Cash and cash equivalents .... 8.5 — 8.5 — — — — 8.5 Total current assets ...... 79.6 — 79.6 — — — — 79.6 Total assets ...... 535.3 0.6 535.9 8.4 (0.1) 0.3 8.6 544.5 Non-current liabilities Financial liabilities—loans and borrowings ...... (406.9) — (406.9) — — (0.3) (0.3) (407.2) Trade and other payables .... (7.3) — (7.3) (38.9) — — (38.9) (46.2) Deferred tax liabilities ...... — (0.2) (0.2) — — (0.3) (0.3) (0.5) Total non-current liabilities . . . (414.2) (0.2) (414.4) (38.9) — (0.6) (39.5) (453.9) Current liabilities Overdraft ...... — — — — — — — — Financial liabilities—loans and borrowings ...... (17.6) — (17.6) — — — — (17.6) Trade and other payables .... (109.8) (0.4) (110.2) — — (0.3) (0.3) (110.5) Total current liabilities ...... (127.4) (0.4) (127.8) — — (0.3) (0.3) (128.1) Total liabilities ...... (541.6) (0.6) (542.2) (38.9) — (0.9) (39.8) (582.0) Net Assets ...... (6.3) — (6.3) (30.5) (0.1) (0.6) (31.2) (37.5) Equity Share capital ...... 4.0 — 4.0 — — — — 4.0 Share premium ...... — — — — — — — — Foreign exchange reserve .... — — — — — (0.6) (0.6) (0.6) Retained earnings ...... (10.3) — (10.3) (30.5) (0.1) — (30.6) (40.9) Total shareholders’ deficit .... (6.3) — (6.3) (30.5) (0.1) (0.6) (31.2) (37.5)

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30 Explanation of Transition to IFRS (Continued)

Reconciliation of shareholders’ deficit as of 31 December 2013 IFRS Adjustments Total Under Lease impact of previous Indexation Software Acquisition Other change to Under UK GAAP (A) (B) (C) (D) IFRS IFRS (£m) Assets Non-current assets Intangible assets ...... 523.0 — 12.9 4.7 — 17.6 540.6 Property, plant and equipment ...... 77.0 — (12.9) — — (12.9) 64.1 Interest in joint venture ...... 0.2 — — — — — 0.2 Deferred tax asset ...... 3.3 9.4 — 1.2 0.2 10.8 14.1 Net pension asset ...... 0.8 — — — — — 0.8 Total non-current assets ...... 604.3 9.4 — 5.9 0.2 15.5 619.8 Current assets Inventory ...... 33.2 — — — — — 33.2 Investments held as current assets ...... 2.6 — — — — — 2.6 Trade and other receivables ...... 77.5 — — — — — 77.5 Cash and cash equivalents ...... 2.4 — — — — — 2.4 Total current assets ...... 115.7 — — — — — 115.7 Total assets ...... 720.0 9.4 — 5.9 0.2 15.5 735.5 Non-current liabilities Financial liabilities—loans and borrowings . (590.7) — — (5.9) — (5.9) (596.6) Trade and other payables ...... (6.9) (42.7) — — — (42.7) (49.6) Deferred tax liabilities ...... — — — (10.5) (0.4) (10.9) (10.9) Total non-current liabilities ...... (597.6) (42.7) — (16.4) (0.4) (59.5) (657.1) Current liabilities Overdraft ...... — — — — — — — Financial liabilities—loans and borrowings . (9.7) — — (1.5) — (1.5) (11.2) Trade and other payables ...... (115.7) — — — (0.8) (0.8) (116.5) Total current liabilities ...... (125.4) — — (1.5) (0.8) (2.3) (127.7 Total liabilities ...... (723.0) (42.7) — (17.9) (1.2) (61.8) (784.8) Net Assets ...... (3.0) (33.3) — (12.0) (1.0) (46.3) (49.3) Equity Share capital ...... 4.0 — — — — — 4.0 Share premium ...... 14.8 — — — — — 14.8 Foreign exchange reserve ...... — — — — (0.6) (0.6) (0.6) Retained earnings ...... (21.8) (33.3) — (12.0) (0.4) (45.7) (67.5) Total shareholders’ deficit ...... (3.0) (33.3) — (12.0) (1.0) (46.3) (49.3)

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EM79101A.;20 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EO79101A.;22 mrll_0614.fmt Free: 2355D*/4255D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 6728

30 Explanation of Transition to IFRS (Continued)

Reconciliation of comprehensive income for the year ended 31 December 2011 Under Presentational Lease Total impact previous Adjustment Revised Indexation Other of change to Under UK GAAP (E) UK GAAP (A) (D) IFRS IFRS (£m) Revenue ...... 254.3 — 254.3 — — — 254.3 Cost of sales ...... (66.0) (0.9) (66.9) — — — (66.9) Gross profit ...... 188.3 (0.9) 187.4 — — — 187.4 Other operating costs ...... (140.4) (2.5) (142.9) (5.4) (1.5) (6.9) (149.8) Other income ...... — 0.5 0.5 — — — 0.5 Operating profit ...... 47.9 (2.9) 45.0 (5.4) (1.5) (6.9) 38.1 Finance costs ...... (45.5) — (45.5) — — — (45.5) Finance income ...... 0.4 3.2 3.6 — 0.4 0.4 4.0 Profit/(loss) before income tax ...... 2.8 0.3 3.1 (5.4) (1.1) (6.5) (3.4) Income tax expense ...... (1.9) — (1.9) 1.1 (0.1) 1.0 (0.9) Profit/(loss) for the year ...... 0.9 0.3 1.2 (4.3) (1.2) (5.5) (4.3) Attributable to: Owners of the parent ...... 0.8 0.3 1.1 (4.3) (1.2) (5.5) (4.4) Non-controlling interests ...... 0.1 — 0.1 — — — 0.1 Profit/(loss) for the year ...... 0.9 0.3 1.2 (4.3) (1.2) (5.5) (4.3) Other comprehensive (loss)/income: Items that will not be reclassified to the income statement Net actuarial (loss)/gain recognised in the pension scheme ...... (1.6) — (1.6) — — — (1.6) Deferred tax on net movements in pension liability ...... 0.4 — 0.4 — — — 0.4 Items that may be subsequently reclassified to the income statement Other deferred tax movements in pension liability ...... (1.2) — (1.2) — — — (1.2) Foreign exchange rate (losses)/gains ...... — — — — (0.3) (0.3) (0.3) Income from investments held by BCA Employee Benefit Trust ...... 0.3 (0.3) — — — — — Total other comprehensive (loss)/income .... (2.1) (0.3) (2.4) — (0.3) (0.3) (2.7) Total comprehensive loss for the year, net of tax ...... (1.2) — (1.2) (4.3) (1.5) (5.8) (7.0) Attributable to: Owners of the parent ...... (1.3) — (1.3) (4.3) (1.5) (5.8) (7.1) Non-controlling Interest ...... 0.1 — 0.1 — — — 0.1 (1.2) — (1.2) (4.3) (1.5) (5.8) (7.0)

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30 Explanation of Transition to IFRS (Continued)

Reconciliation of comprehensive loss for the year ended 31 December 2012 Total Under Presentational Lease impact of previous Adjustment Revised Indexation Acquisition Other change to Under UK GAAP (E) UK GAAP (A) (C) (D) IFRS IFRS (£m) Revenue ...... 262.5 — 262.5 — — — — 262.5 Cost of sales ...... (74.2) — (74.2) — — — — (74.2) Gross profit ...... 188.3 — 188.3 — — — — 188.3 Other operating costs ...... (144.8) (1.3) (146.1) (4.8) (0.2) 1.2 (3.8 (149.9) Other income ...... — 0.6 0.6 — — — — 0.6 Operating profit ...... 43.5 (0.7) 42.8 (4.8) (0.2) 1.2 (3.8) 39.0 Finance costs ...... (50.4) — (50.4) — — — — (50.4) Finance income ...... 0.5 0.9 1.4 — — 0.7 0.7 2.1 Loss before income tax ...... (6.4) 0.2 (6.2) (4.8) (0.2) 1.9 (3.1) (9.3) Income tax expense ...... 1.1 — 1.1 1.0 — (0.2) 0.8 1.9 Loss for the year ...... (5.3) 0.2 (5.1) (3.8) (0.2) 1.7 (2.3) (7.4) Attributable to: Owners of the parent ...... (5.3) 0.2 (5.1) (3.8) (0.2) 1.7 (2.3) (7.4) Profit for the year ...... (5.3) 0.2 (5.1) (3.8) (0.2) 1.7 (2.3) (7.4) Other comprehensive (loss)/income: Items that will not be reclassified to the income statement Net actuarial (loss)/gain recognised in the pension scheme ...... 3.3 — 3.3 — 0.3 0.3 3.6 Deferred tax on net movements in pension liability ...... (0.8) — (0.8) — — — (0.8) Items that may be subsequently reclassified to the income statement Foreign exchange rate (losses)/gains . — — — — — (0.3) (0.3) (0.3) Income from investments held by BCA Employee Benefit Trust .... 0.2 (0.2) — Total other comprehensive (loss)/ income ...... 2.7 (0.2) (2.5) — — — — (2.5) Total comprehensive loss for the year, net of tax ...... (2.6) — (2.6) (3.8) (0.2) 1.7 (2.3) (4.9) Attributable to: Owners of the parent ...... (2.6) — (2.6) (3.8) (0.2) 1.7 (2.3) (4.9) (2.6) — (2.6) (3.8) (0.2) 1.7 (2.3) (4.9)

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30 Explanation of Transition to IFRS (Continued)

Reconciliation of comprehensive loss for the year ended 31 December 2013 Total Under Presentational Lease impact of previous Adjustment Revised Indexation Acquisition Other change to Under UK GAAP (E) UK GAAP (A) (C) (D) IFRS IFRS (£m) Revenue ...... 444.4 (2.1) 442.3 — — — — 442.3 Cost of sales ...... (235.1) 2.1 (233.0) — — — — (233.0) Gross profit ...... 209.3 — 209.3 — — — — 209.3 Other operating costs ...... (157.8) (1.0) (158.8) (4.2) (6.0) (0.2) (10.4) (169.2) Other income ...... — 1.0 1.0 — — — — 1.0 Operating profit ...... 51.5 — 51.5 (4.2) (6.0) (0.2) (10.4) 41.1 Finance costs ...... (58.5) — (58.5) — (7.5) 0.1 (7.4) (65.9) Finance income ...... 0.6 0.1 0.7 — — (0.1) (0.1) 0.6 Loss before income tax ...... (6.4) 0.1 (6.3) (4.2) (13.5) (0.2) (17.9) (24.2) Income tax expense ...... (5.4) — (5.4) 0.9 1.6 — 2.5 (2.9) Loss for the year ...... (11.8) 0.1 (11.7) (3.3) (11.9) (0.2) (15.4) (27.1) Attributable to: Owners of the parent ...... (11.8) 0.1 (11.7) (3.3) (11.9) (0.2) (15.4) (27.1) Profit for the year ...... (11.8) 0.1 (11.7) (3.3) (11.9) (0.2) (15.4) (27.1) Other comprehensive (loss)/income: Items that will not be reclassified to the income statement Net actuarial (loss)/gain recognised in the pension scheme ...... 0.2 — 0.2 — — 0.3 0.3 0.5 Items that may be subsequently reclassified to the income statement Income from investments held by BCA Employee Benefit Trust .... 0.1 (0.1) — — — — — — Total other comprehensive (loss)/ income ...... 0.3 (0.1) 0.2 — — 0.3 0.3 0.5 Total comprehensive loss for the year, net of tax ...... (11.5) — (11.5) (3.3) (11.9) 0.1 (15.1) (26.6) Attributable to: Owners of the parent ...... (11.5) — (11.5) (3.3) (11.9) 0.1 (15.1) (26.6) (11.5) — (11.5) (3.3) (11.9) 0.1 (15.1) (26.6)

Adjustments made in connection with transition to IFRS The following adjustments were made to the UK GAAP financial statements in connection with the transition to IFRS:

(A) Lease indexation The Group has 19 operating leases in respect of properties in the UK under the terms of whose leases the rental payable increases by 3% each year. Under UK GAAP the rental payable each year was charged to operating costs. IFRS requires the amount of the leases over the life of the lease to be averaged and a constant amount charged to operating costs in each period since the inception of the lease. The cumulative difference between the amount charged to income under IFRS and UK GAAP is included as a credit balance in non-current trade payables. Deferred tax is recognised in respect of this balance.

(B) Software Software, both acquired and internally generated, was under UK GAAP included in tangible assets as part of plant and machinery. Under IFRS the asset is separately identified within Intangible Assets.

(C) Acquisition related adjustments Under UK GAAP the fees in respect of acquisition are capitalised and included in the total consideration. Under IFRS the cost is expensed. As part of the review of assets acquired, IFRS requires the identification of intangible assets such as brands, customer relationships and other intangible assets. These assets are

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30 Explanation of Transition to IFRS (Continued) amortised over their remaining estimated economic lives. Under UK GAAP no identification of such intangibles is required. Under IFRS deferred tax is recognised upon the identification of such assets.

(D) Other Comprises minor adjustments in respect of holiday pay accruals, pensions, and the valuation and treatment of currency gains and losses on currency loans and interest rate swaps held for the purpose of hedging floating interest rates.

(E) Presentational adjustments Certain other adjustments have been made as part of this restatement from UK GAAP to IFRS. The largest of these has been the reclassification of currency gains from operating costs in 2011 to finance costs. Amounts shown as cash in prior presentations of the 31 December 2011 balance sheet have been offset against overdrafts and borrowings in preparing these accounts, to ensure consistency with later periods.

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Section C: Accountant’s Report on the Historical Financial Information Relating to WBAC

19FEB201512552216 The Directors Haversham Holdings plc 20 Buckingham Street London WC2N 6EF 26 March 2015 Dear Sirs

Pennine Metals B Limited and its subsidiaries (together ‘‘WBAC’’) We report on the financial information set out in Section D of this Part XIV (the ‘‘WBAC Financial Information Table’’). The WBAC Financial Information Table has been prepared for inclusion in the prospectus dated 26 March 2015 (the ‘‘Prospectus’’) of Haversham Holdings plc (the ‘‘Company’’) on the basis of the accounting policies set out in Note 2 to the WBAC Financial Information Table. This report is required by item 20.1 of Annex I to the PD Regulation and is given for the purpose of complying with that item and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the WBAC Financial Information Table in accordance with International Financial Reporting Standards as adopted by the European Union. It is our responsibility to form an opinion as to whether the WBAC Financial Information Table gives a true and fair view, for the purposes of the Prospectus and to report our opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to WBAC’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

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Opinion In our opinion, the WBAC Financial Information Table gives, for the purposes of the Prospectus dated 26 March 2015, a true and fair view of the state of affairs of WBAC as at the dates stated and of its profits, cash flows and changes in invested capital for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Section D: Historical Financial Information Relating to WBAC Pennine Metals B Limited Combined and consolidated income statement

For the year ended For the 6 months 31 December ended 30 June Note 2011 2012 2013 2013 2014 (Unaudited) (£m) Revenue ...... 267.1 296.5 440.2 237.0 292.8 Cost of Sales ...... (257.8) (283.7) (423.9) (228.4) (279.4) Gross Profit ...... 9.3 12.8 16.3 8.6 13.4 Operating costs ...... 6 (6.2) (7.6) (11.8) (3.9) (8.2) Operating profit ...... 3.1 5.2 4.5 4.7 5.2 Finance costs ...... 8 (0.5) (0.7) (0.7) (0.5) (0.2) Profit before taxation ...... 2.6 4.5 3.8 4.2 5.0 Income tax expense ...... 10 (0.8) (0.9) (1.4) (0.9) (1.8) Profit for the year ...... 1.8 3.6 2.4 3.3 3.2 Attributable to: Owners of the parent ...... 1.8 3.6 2.4 3.3 3.2 Profit for the year ...... 1.8 3.6 2.4 3.3 3.2

No statement of comprehensive income has been prepared as there are no gains or losses in any period other than those recognised in the combined and consolidated income statement.

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Pennine Metals B Limited Combined and consolidated statements of movements in invested capital

The combined and consolidated historical financial information may not be representative of future results, for example, as described in note (2a) the historical capital structure does not reflect the future capital structure and future interest income and expense and certain other operating costs and tax charges may be significantly different from those that resulted from being wholly owned by N F W McKee and D T W McKee.

Invested Capital (£m) Balance at 1 January 2011 ...... 7.4 Total comprehensive income for the year Profit for the year ...... 1.8 Transactions with owners, recorded directly in equity Distribution in kind ...... (6.1) Equity dividends ...... — Transactions with owners ...... (6.1) Balance at 31 December 2011 ...... 3.1 Total comprehensive income for the year Profit for the year ...... 3.6 Transactions with owners recorded directly in equity Distribution in kind ...... (4.7) Equity dividends ...... — Transactions with owners ...... (4.7) Balance at 31 December 2012 ...... 2.0 Total comprehensive income for the period Profit for the year ...... 2.4 Transactions with owners, recorded directly in equity Distribution in kind ...... (2.2) Equity dividends ...... (1.3) Transactions with owners ...... (3.5) Balance at 31 December 2013 ...... 0.9 Total comprehensive income for the period Profit for the period ...... 3.2 Share based payments charge ...... 2.6 Balance at 30 June 2014 ...... 6.7

Balance at 31 December 2012 ...... 2.0 Total comprehensive income for the period Profit for the period ...... 3.3 Transactions with owners, recorded directly in equity Distribution in kind ...... (3.5) Equity dividends ...... (1.3) Transactions with owners ...... (2.8) Balance at 30 June 2013 ...... 0.5

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Pennine Metals B Limited Combined and consolidated balance sheets

As at As at 31 December 30 June Note 2011 2012 2013 2014 (£m) Non-current assets Intangible assets ...... 11 0.1 0.4 1.0 1.1 Property, plant and equipment ...... 12 0.4 0.7 0.6 1.1 Deferred tax asset ...... 19 0.2 0.1 0.2 0.2 Total non-current assets ...... 0.7 1.2 1.8 2.4 Current assets Inventories ...... 14 9.7 11.4 29.7 11.4 Trade and other receivables ...... 15 2.3 2.1 3.9 8.1 Cash and cash equivalents ...... 16 1.1 0.9 0.1 14.6 Total current assets ...... 13.1 14.4 33.7 34.1 Total assets ...... 13.8 15.6 35.5 36.5 Current liabilities Borrowings ...... 18 (5.1) (6.6) (24.2) (15.0) Trade and other payables ...... 17 (5.6) (7.0) (10.4) (14.8) (10.7) (13.6) (34.6) (29.8) Total liabilities ...... (10.7) (13.6) (34.6) (29.8) Net Assets ...... 3.1 2.0 0.9 6.7 Invested Capital ...... 3.1 2.0 0.9 6.7

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Pennine Metals B Limited Combined and consolidated statements of cash flows

For the year ended For the 6 months 31 December ended 30 June Note 2011 2012 2013 2013 2014 (Unaudited) (£m) Cash flows from operating activities Profit before taxation ...... 2.6 4.5 3.8 4.2 5.0 Adjustments for: Depreciation ...... 12 0.2 0.2 0.2 0.1 0.2 Impairment of property, plant and equipment ...... 12 0.2 — — — — Amortisation of intangible assets ...... 11 0.1 0.1 0.3 0.1 0.2 Share based payments charge ...... — — — — 2.6 Net finance costs ...... 8 0.5 0.7 0.7 0.5 0.2 Operating cash flows before changes in working capital . . 3.6 5.5 5.0 4.9 8.2 Changes in working capital: (Increase)/decrease in inventories ...... (2.2) (1.7) (18.3) (3.4) 18.3 Decrease/(increase) in trade and other receivables ...... 0.5 0.2 (1.8) (4.3) (4.2) Increase in trade and other payables ...... 2.4 1.6 2.7 5.3 3.2 Cash generated from/(used in) operations ...... 4.3 5.6 (12.4) 2.5 25.5 Interest paid ...... (0.5) (0.7) (0.6) (0.3) (0.2) Tax paid ...... (1.3) (1.1) (0.9) (0.7) (0.7) Net cash inflow/(outflow) from operating activities ..... 2.5 3.8 (13.9) 1.5 24.6 Cash flows from investing activities Distributions in kind ...... (6.1) (4.8) (2.2) (3.6) — Proceeds from the sale of property, plant and equipment . 0.1 0.2 0.2 0.1 0.1 Purchase of property, plant and equipment ...... 12 (0.3) (0.6) (0.3) (0.2) (0.7) Purchase of intangible assets ...... 11 (0.1) (0.4) (0.9) (0.5) (0.3) Net cash outflow from investing activities ...... (6.4) (5.6) (3.2) (4.2) (0.9) Cash flows from financing activities Repayment of borrowings ...... — (1.4) (6.6) — — Proceeds from borrowings ...... 2.7 3.0 15.0 3.7 — Dividends paid ...... — — (1.3) (1.3) — Net cash inflow from financing activities ...... 2.7 1.6 7.1 2.4 — Net (decrease)/increase in cash and cash equivalents .... (1.2) (0.2) (10.0) (0.3) 23.7 Cash and cash/(debt) equivalents at 1 January ...... 2.3 1.1 0.9 0.9 (9.1) Cash and cash/(debt) equivalents at end of the period . . . 1.1 0.9 (9.1) 0.6 14.6

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1 General Information Pennine Metals B Limited, is a company incorporated and domiciled in the UK. The address of the registered office is: Headway House, Crosby Way, Farnham, Surrey, GU9 7XG, United Kingdom. Pennine Metals B Limited is the parent company of We Buy Any Car Limited and Expert Remarketing Limited (together ‘‘WBAC’’), whose principal activity is the purchase and sale of used motor vehicles, trading under the name We Buy Any Car. Pennine Metals B Limited was acquired by the BCA Group on 16 August 2013. At the same time, the Pennine Metals B Limited disposed of its investment in Cargroup Holdings LLC (‘‘Cargroup Holdings’’). Accordingly the financial results and position of Cargroup Holdings has been excluded from this combined and consolidated historical financial information of WBAC.

2 Accounting Policies (a) Basis of preparation This combined and consolidated historical financial information presents the financial track record of WBAC for the three years ended 31 December 2013 and the six months ended 30 June 2014 with comparative unaudited information for the six months to 30 June 2013 and is prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’), IFRIC’s Interpretations and with those parts of the Companies Act 2006 as applicable to companies reporting under IFRS. WBAC as presented in this combined and consolidated historical financial information has not constituted a complete legal group throughout the entire period for which this combined and consolidated historical financial information is presented. The companies which comprised WBAC as at 1 January 2011 were Pennine Metals B Limited as the parent company and its wholly owned subsidiaries: We Buy Any Car Limited; Expert Remarketing Limited; and Cargroup Holdings LLC. Except for the legal divestment of Cargroup Holdings LLC during the year ended 31 December 2013 there were no changes to the legal group throughout the period covered by this combined and consolidated historical financial information. Accordingly, the record for the years ended 31 December 2011, 31 December 2012 and 31 December 2013 have been prepared on a combined basis. The record for the period ended 30 June 2014 has been prepared on a consolidated basis. The combined and consolidated historical financial information, which has been prepared specifically for the purpose of this Prospectus, has been prepared on the basis that Cargroup Holdings LLC was never part of the WBAC Group. As a result this combined and consolidated historical financial information for the periods ended 31 December 2011, 31 December 2012, 31 December 2013 and 30 June 2013 combines the results, assets and liabilities of Pennine Metals B Limited, Expert Remarketing Limited and We Buy Any Car Limited, by applying the principles underlying the consolidation procedures of IFRS 10 ‘Consolidated Financial Statements’. The combined and consolidated historical financial information has been prepared from applicable individual financial returns of the companies forming the WBAC Group. The individual financial returns were prepared for consolidation purposes and have been adjusted for items previously recorded in respect of Cargroup Holdings. The WBAC Group has not previously prepared or reported any combined and consolidated historical financial information, this being the first combined and consolidated historical financial information prepared in accordance with International Financial Reporting Standards. Consequently no IFRS 1 reconciliations are included within this combined and consolidated historical financial information. The combined and consolidated historical financial information has been prepared in accordance with the requirements of the Prospectus Directive Regulation, the Listing Rules, and in accordance with International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’). IFRS does not provide for the preparation of combined and consolidated historical financial information, and accordingly in preparing the combined and consolidated historical financial information certain accounting conventions commonly used for the preparation of combined and consolidated historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 (Investment Reporting Standard applicable to public reporting engagements on historical financial information) issued by the UK Auditing Practices Board have been applied.

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2 Accounting Policies (Continued) The combined and consolidated historical financial information for the WBAC Group is presented in millions of pounds sterling (‘‘£m’’) except where otherwise indicated. The following summarises the accounting and other principles applied in preparing the combined and consolidated historical financial information: • The tax charges in this combined and consolidated historical financial information have been determined based on the tax charges recorded by the WBAC Group companies in their local statutory accounts as well as certain adjustments made for consolidation purposes. Deferred tax assets and liabilities reflect the full historical deferred tax assets and liabilities recorded by the legal entities included in the WBAC Group. • Transactions and balances between entities included within the WBAC Group have been eliminated. Balances owed by Cargroup Holdings to Pennine Metals B Limited have been recognised directly in the profit and loss reserve within Invested Capital. The combined and consolidated historical financial information is prepared on the historical cost basis. The preparation of combined and consolidated historical financial information requires management to make judgements, estimates and assumptions that affect whether and how policies are applied and affect the reported amounts of assets and liabilities, income and expenses. Judgements made by management in the application of adopted IFRSs that have a significant effect on the combined and consolidated historical financial information and estimates with a significant risk of material adjustment in subsequent periods are discussed in Note 3. The accounting policies set out below have been applied consistently to all periods presented in this combined and consolidated historical financial information.

(b) Going concern This combined and consolidated historical financial information relating to the WBAC Group has been prepared on the going concern basis. After making appropriate enquiries, the directors have a reasonable expectation that the WBAC Group has adequate resources to continue in operational existence for the foreseeable future and for at least one year from the date of this combined and consolidated historical financial information. For these reasons they continue to adopt the going concern basis in preparing the WBAC Group’s combined and consolidated historical financial information.

(c) New standards, amendments and interpretations Standards, amendments and interpretations which are not effective or early adopted by the WBAC Group: • IFRS 9 ‘Financial instruments’ addresses the classification, measurement and recognition of financial assets and financial liabilities and replaces IAS 39. IFRS 9 will become effective for the accounting periods starting on 1 January 2018, subject to EU endorsement. The impact of the standard is currently being assessed. • IFRS 15 ‘Revenue from contracts with customers’ will become effective for accounting periods starting on 1 January 2017, subject to EU endorsement. The impact of the standard is currently being assessed.

186

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EU79101A.;31 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EU79101A.;31 mrll_0614.fmt Free: 100D*/720D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 55284

2 Accounting Policies (Continued) Transactions eliminated on consolidation Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the combined and consolidated historical financial information.

(e) Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the WBAC Group and the cost of the item can be measured reliably. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement. Depreciation is provided on a straight line basis at the following annual rates in order to write off fixed assets over their estimated useful lives:

Leasehold improvements Straight line over term of lease Motor vehicles ...... 10% - 33% Plant, fixtures and equipment ...... 10% - 50% The residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

(f) Intangible assets Intangible assets comprise internally generated software and acquired computer software. These are carried at cost less accumulated amortisation and any recognised impairment loss. Acquired computer software and software licences are capitalised and amortised on a straight-line basis over their useful lives. Costs relating to the development of computer software for internal use are capitalised once all the development phase recognition criteria of IAS 38 ‘‘Intangible Assets’’ are met. The assessment identifies unique software products that are controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year. Salary and related employment costs that are directly attributable to the development of the software are then capitalised. When the software is available for its intended use, these costs are amortised in equal annual amounts over the estimated useful life of the software. Amortisation of other non-current assets is calculated on a straight line basis from the date on which they are brought into use, charged to operating costs and is calculated based on the useful lives indicated below: Amortisation periods and methods are reviewed annually and adjusted if appropriate.

Internally generated software ...... 3 - 5 years Other software ...... 2 - 7 years, or the lease term if shorter

(g) Impairment of non-financial assets Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

187

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EU79101A.;31 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EU79101A.;31 mrll_0614.fmt Free: 380DM/0D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 35969

2 Accounting Policies (Continued) (h) Financial assets Classification The WBAC Group classifies its financial assets as loans and receivables. Management determines the classification of its financial assets at initial recognition.

Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that arise principally through the provision of goods and services to customers. They are initially recognised at fair value, and are subsequently stated at amortised cost using the effective interest method, where the impact is material. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. Loans and receivables comprise mainly trade and other receivables.

Impairment of financial assets Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the WBAC Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within other operating costs in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

(i) Inventories Inventories represent vehicles acquired by the WBAC Group that have not yet been sold and where the WBAC Group has the risk and reward of ownership of such vehicles. Inventories are stated at the lower of purchase cost, less any administration fees paid to the WBAC Group by the seller of the vehicle, and net realisable value. Cost represents expenses incurred in bringing each product to its present location and condition. Net realisable value is based on estimated normal selling price, less further costs expected to be incurred on completion and disposal.

(j) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the WBAC Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows and are presented in current liabilities.

(k) Trade and other payables Trade and other payables are initially stated at fair value and subsequently measured at amortised cost.

(l) Borrowings Borrowings are recognised initially at fair value, net of issue costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of issue costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as issue costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

188

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EU79101A.;31 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EW79101A.;33 mrll_0614.fmt Free: 80D*/300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 33315

2 Accounting Policies (Continued) (m) Provisions A provision is recognised in the balance sheet when the WBAC Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of discounting is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. The increase in the provision due to passage of time is recognised in finance costs.

(n) Revenue Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts and value added taxes. The WBAC Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the WBAC Group’s activities, as described below. Revenue comprises the sale of vehicles (excluding value added tax). Vehicles are sold primarily though auction houses and vehicle salvage companies. Revenue is recognised on the date of sale. Fees charged by the WBAC Group at the point of purchase are treated as a reduction in cost of sales.

(o) Leases The costs associated with operating leases are taken to the income statement on an accruals basis over the period of the lease.

(p) Advertising costs The WBAC Group carries out a variety of advertising and marketing activities. These include advertising activities which correlate to the number of vehicles that are acquired by the WBAC Group, for subsequent sale through BCA Remarketing Limited’s auctions for which revenue is recognised. These advertising costs are therefore recognised as a cost of sale. All other indirect advertising and marketing costs are recognised within operating costs. The cost of advertising design is expensed as incurred and the expense of advertising campaigns is expensed in the income statement in the period in which the advertising space or air time is utilised.

(q) Net finance costs Finance costs Finance costs comprise interest payable on borrowings and other similar costs. These are recognised in the Income Statement as they accrue using the effective interest method.

Finance income Finance income comprises interest receivable on funds invested. Interest income is recognised in the Income Statement as it accrues using the effective interest method.

(r) Income tax Income tax for the periods presented comprises current and deferred tax. Income tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in Invested Capital, in which case it is recognised in Invested Capital. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

189

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EW79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EW79101A.;33 mrll_0614.fmt Free: 440D*/540D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 3265

2 Accounting Policies (Continued) The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of other assets or liabilities that affect neither accounting nor taxable profit; differences relating to investments in subsidiaries to the extent that they are unlikely to reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for a deferred income tax liability where the timing of the reversal of the temporary difference is controlled by WBAC and it is probable that the temporary difference will not reverse in the foreseeable future. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.

(s) Employee benefits: Pension obligations The WBAC Group operates a defined contribution pension plan. A defined contribution pension plan is a pension plan under which the WBAC Group pays fixed contributions into a separate entity. The WBAC Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The WBAC Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Share-based payment transactions The WBAC Group operates a number of equity-settled, share-based awards/plans. The fair value of the employee services received in exchange for the grant of the awards is recognised as an expense in the period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the compensation as determined by directors’ estimates. Non-market vesting conditions are included in assumptions about the number of awards that are expected to vest. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the years in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘‘vesting date’’). At each reporting date, the cumulative expense recognised for equity-settled transactions reflects, in the opinion of the Directors, the number of awards that will vest and the proportion of the period to vesting that has expired. Directors’ estimates are based on the best available information at that date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EW79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EW79101A.;33 mrll_0614.fmt Free: 80D*/1955D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 43022

2 Accounting Policies (Continued) (t) EBITDA, Adjusted EBITDA and Adjusted operating profit: Earnings Before Interest, Taxation, Depreciation and Amortisation (EBITDA), Adjusted EBITDA and Adjusted operating profit are non-GAAP measures used by management to assess the operating performance of the Group. The following items are excluded from operating profit to calculate adjusted operating profit: • amortisation of intangible assets arising on acquisition of businesses; • restructuring costs, losses on disposal or closure of businesses; • provisions for onerous leases; • acquisition and integration costs; • aborted IPO and business sale related costs (including management incentives and LTIP awards); • management fees to private equity investor; • losses incurred in the first year of setting up new businesses; and • impairment charges on property, plant and equipment, intangibles and goodwill. Adjusted EBITDA further excludes depreciation and the remaining amortisation.

3 Critical Accounting Judgements and Estimates The preparation of the WBAC Group’s combined and consolidated historical financial information under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The Directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the combined and consolidated historical financial information.

Capitalisation of intangible assets Internally generated assets, where it is clear that the ability to develop the assets is technically feasible and will be completed and that the asset will generate economic benefit, are capitalised as an intangible asset. Amounts capitalised include the total cost of any external products or services and labour costs directly attributable to development. Management judgement is involved in reviewing expectations of future events that are believed to be reasonable under the circumstances, and as to whether the related projects meet the criteria as set out in IAS 38 (Intangible Assets). Other development costs that do not meet the above criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Share Based Payments and Long Term Incentive Plans A number of awards have been granted to employees, the benefit of which is expressed in the form of shares of the ultimate parent company or the performance of the value of the company compared to specific targets and benchmarks. The awards vest on the successful sale or flotation of the business. Management estimates the value of these awards by considering the value of the business based on its earnings and available market multiples for similar listed companies. The amount to be charged to income in any given period is sensitive to assumptions as to the probable date when a successful sale or flotation will be achieved. Changes to the estimate of the number of awards expected to vest are recognised in the period when such change arises.

4 Segmental Reporting The WBAC Group’s activities comprise a single operating segment being the purchase and sale of vehicles.

191

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EW79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EW79101A.;33 mrll_0614.fmt Free: 700D*/1755D Foot: 0D/ 0D VJ RSeq: 4 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 31051

5 Employees and Directors (a) Staff costs for the WBAC Group during the year:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Wages and salaries ...... 6.5 7.0 11.7 4.1 5.5 Social security costs ...... 0.6 0.7 1.2 0.4 0.6 Other pension costs (note 5 (d)) ...... — — — — — Total gross employment costs ...... 7.1 7.7 12.9 4.5 6.1 Staff costs capitalised within intangible assets ...... (0.1) (0.3) (0.8) (0.1) (0.2) Total employment cost expense ...... 7.0 7.4 12.1 4.4 5.9

Wages and salaries include IT staff costs capitalised as internally generated intangible assets. The average monthly number of people (including Executive Directors) employed is as follows:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) Purchasing & Distribution ...... 180 148 230 210 260 Management & Administrative ...... 31 44 56 56 60 211 192 286 266 320

(b) Directors’ emoluments The following costs are paid by We Buy Any Car Limited.

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Aggregate emoluments ...... — — 2.6 — 0.1 Management & Administrative ...... — — — — — — — 2.6 — 0.1

The Director’s received remuneration from other related entities outside of the WBAC Group, although these costs were not recharged and no reasonable allocation of this remuneration can be determined. Highest paid director

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Aggregate emoluments ...... — — 2.6 — 0.1 Defined contribution pension ...... — — — — — — — 2.6 — 0.1

192

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EW79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EW79101A.;33 mrll_0614.fmt Free: 1610DM/0D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 62543

5 Employees and Directors (Continued) (c) Key management compensation The following table details the aggregate compensation paid in respect of key management, who are considered to be the Board of Directors.

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Wage and salaries ...... — — 2.6 — 0.1 Social security costs ...... — — 0.4 — — Post-employment benefits ...... — — — — — — — 3.0 — 0.1

There are no defined benefit schemes for key management. Pension costs under defined contribution schemes are included in the post-employment benefits disclosed above. Included in the above is an aggregate amount of £2.8m (£2.5m included within wages and salaries and £0.3m in social security costs) which was paid as a transaction bonus on the sale of the business to the BCA Osprey I group.

(d) Retirement benefits The WBAC Group offers membership of a defined contribution pension scheme to eligible employees. This is the only pension arrangement operated by the WBAC Group. The pensions cost for the 6 month period ended 30 June 2014 was £14,212, (6 month period ended 30 June 2013: £9,167), the pensions cost for the year ended 31 December 2013 was: £22,416 (2012: £24,633; 2011: £28,000).

6 Operating Costs

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Employee costs ...... 1.0 1.9 5.4 0.7 1.7 Depreciation expense (see note 12) ...... 0.2 0.2 0.2 0.1 0.2 Amortisation expense (see note 11) ...... 0.1 0.1 0.3 0.2 0.2 Impairment of property, plant and equipment ...... 0.2 — — — — Share based payments charge ...... — — — — 2.6 Operating lease rentals—land and buildings ...... 1.1 1.1 1.4 0.6 1.0 Operating lease rentals—motor vehicles ...... 0.1 — — — — Other ...... 3.5 4.3 4.5 2.3 2.5 Operating costs ...... 6.2 7.6 11.8 3.9 8.2

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EW79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EY79101A.;30 mrll_0614.fmt Free: 1650D*/2595D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 14230

7 Adjusted EBITDA

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Adjusted EBITDA ...... 4.1 6.0 8.6 5.0 8.7 Depreciation of property plant and equipment ...... (0.2) (0.2) (0.2) (0.1) (0.2) Amortisation of intangible assets ...... 11 (0.1) (0.1) (0.3) (0.1) (0.2) Adjusted operating profit ...... 3.8 5.7 8.1 4.8 8.3 Impairment of property plant and equipment (Note A) .... 12 (0.2) — — — — Restructuring costs (Note B) ...... (0.1) (0.2) — — — New business/start up costs (Note C) ...... — — — — (0.6) Business sale costs and aborted IPO costs including management incentives (Note D) ...... — — (3.6) (0.1) (2.6) Non recurring (costs)/income (Note E) ...... (0.4) (0.3) — — 0.1 Operating profit ...... 3.1 5.2 4.5 4.7 5.2

Note: A—The impairment of plant, property and equipment relates to assets purchased in 2011 and fully impaired in the year. B—Restructuring costs in the years ended 31 December 2011 and 2012 relate to the reorganisation of the company’s branch structure and management structure. C—Start-up costs for Netherlands WBAC D—Business sale costs and aborted IPO costs including management incentives associated with the acquisition of the WBAC Group by the BCA Osprey Group. The costs in the six months to 30 June 2014 represent the value of awards of shares, bonuses and other instruments made to employees which vest when the parent group company is either sold or floated. E—In the year ended 31 December 2011 these comprise expenditure incurred in respect of professional fees concerning regulatory matters and cessation of non-core marketing strategies. In the year ended 31 December 2012 these comprise expenditure incurred in respect of the cessation of non-core marketing strategies.

8 Finance Costs

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (unaudited) (£m) Interest costs: Interest payable on borrowings ...... (0.4) (0.5) (0.4) (0.4) — Interest on group borrowings ...... — — (0.1) — (0.2) Other finance costs ...... (0.1) (0.2) (0.2) (0.1) — (0.5) (0.7) (0.7) (0.5) (0.2)

194

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EY79101A.;30 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:46 DISK131:[15ZAM1.15ZAM79101]EY79101A.;30 mrll_0614.fmt Free: 1610DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 18814

9 Auditors Remuneration During the year the WBAC Group obtained the following services from the WBAC Group’s auditors at costs as detailed below:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£’000) Fees payable to Pennine Metals B Limited’s auditor and its associates for the audit of the parent company financial statements ...... 3 3 3 — — Fees payable to Pennine Metals B Limited’s auditor and its associates for other services: —The audit of the company’s subsidiaries ...... 27 27 35 — — —Tax advisory services ...... 8 16 22 11 5 —Services relating to corporate finance transactions entered into or proposed to be entered into on behalf of Pennine Metals B Limited...... — — 188 128 30 38 46 248 139 35

10 Income Tax Expense Taxation—Income statement Analysis of charge in year For the year ended 31 December 2011

For the year ended For the 6 months 31 December ended 30 June Analysis of charge in year 2011 2012 2013 2013 2014 (Unaudited) (£m) Current tax on profits for the year ...... 0.7 1.0 1.5 0.9 1.7 Adjustments in respect of prior years ...... 0.2 (0.2) — — 0.1 Total current tax ...... 0.9 0.8 1.5 0.9 1.8 Current year movement on deferred tax ...... — 0.1 — — — Prior year movement on deferred tax ...... (0.1) — (0.1) — — Total deferred tax (note 19) ...... (0.1) 0.1 (0.1) — — Income tax expense in the income statement ...... 0.8 0.9 1.4 0.9 1.8

The tax charge for the year ended 31 December 2013 differs from the standard rate of corporation tax in the UK 23.25% (2012: 24.5%, 2011: 26.49%). The tax charge for the period ended 30 June 2014 differs from the standard rate of corporation tax in the UK 22% (2013: 23.25%)

195

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: EY79101A.;30 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]FA79101A.;26 mrll_0614.fmt Free: 1835D*/2210D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 63164

10 Income Tax Expense (Continued) The differences are explained below:

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2013 2014 (Unaudited) (£m) Profit before tax ...... 2.6 4.5 3.8 4.2 5.0 Profit multiplied by the rate of corporation tax in the UK of 22% (2013: 23.25% 2012: 24.5%, 2011: 26.49%) ...... 0.7 1.1 0.9 0.9 1.1 Effects of: Expenses not deductible for tax purposes ...... — — 0.6 — 0.6 Adjustments in respect of prior years ...... 0.1 (0.2) (0.1) — 0.1 Total taxation expense ...... 0.8 0.9 1.4 0.9 1.8

The standard rate of Corporation Tax in the UK changed from 22% to 21% with effect from 1 April 2014 (2013: 24% to 23%, 2012: 26% to 24%, 2011: 28% to 26%). Accordingly, the Company’s profits for the 2014 accounting period ended 30 June 2014 are taxed at an effective rate of 22.00% (2013: 23.25%, HY2013: 23.50%, 2012: 24.50%, 2011: 26.50%). Profits will be taxed at 20% from 1 April 2015 as that was the rate that was substantively enacted on 2 July 2013. Deferred taxes reported at the balance sheet date have been measured using the substantively enacted tax rate applicable at that date.

11 Intangible Assets

As at 31 December 2011 Internally generated Other software software Total (£m) Cost At 1 January ...... 0.1 0.1 0.2 Additions at cost ...... 0.1 — 0.1 At 31 December ...... 0.2 0.1 0.3 Accumulated amortisation At 1 January ...... — 0.1 0.1 Charge for the year ...... 0.1 — 0.1 At 31 December ...... 0.1 0.1 0.2 Net book value At 1 January ...... 0.1 — 0.1 At 31 December ...... 0.1 — 0.1

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11 Intangible Assets (Continued)

As at 31 December 2012 Internally generated Other software software Total (£m) Cost At 1 January ...... 0.2 0.1 0.3 Additions at cost ...... 0.3 0.1 0.4 Disposals ...... — (0.1) (0.1) At 31 December ...... 0.5 0.1 0.6 Accumulated amortisation At 1 January ...... 0.1 0.1 0.2 Charge for the year ...... 0.1 — 0.1 Disposals ...... — (0.1) (0.1) At 31 December ...... 0.2 — 0.2 Net book value At 31 December ...... 0.3 0.1 0.4

31 December 2013 Internally generated Other software software Total (£m) Cost At 1 January ...... 0.5 0.1 0.6 Additions at cost ...... 0.8 0.1 0.9 Disposals ...... (0.1) — (0.1) At 31 December ...... 1.2 0.2 1.4 Accumulated amortisation At 1 January ...... 0.2 — 0.2 Charge for the year ...... 0.2 0.1 0.3 Disposals ...... (0.1) — (0.1) At 31 December ...... 0.3 0.1 0.4 Net book value At 31 December ...... 0.9 0.1 1.0

30 June 2014 Internally generated Other software software Total (£m) Cost At 1 January ...... 1.2 0.2 1.4 Additions at cost ...... 0.3 — 0.3 At 30 June ...... 1.5 0.2 1.7 Accumulated amortisation At 1 January ...... 0.3 0.1 0.4 Charge for the period ...... 0.2 — 0.2 At 30 June ...... 0.5 0.1 0.6 Net book value At 30 June ...... 1.0 0.1 1.1

All amortisation charges have been treated as an operating cost in the income statement. Internally generated intangibles represent the cost of software developed in-house by the company. Other intangibles represent the cost of external software consultants employed in developing software.

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12 Property, Plant and Equipment

As at 31 December 2011 Plant, fixtures and Motor equipment vehicles Total (£m) Cost At 1 January ...... 0.1 0.6 0.7 Additions at cost ...... 0.2 0.1 0.3 Disposals ...... — (0.1) (0.1) At 31 December ...... 0.3 0.6 0.9 Accumulated depreciation At 1 January ...... — 0.1 0.1 Charge for the year ...... — 0.2 0.2 Impairment ...... 0.2 — 0.2 At 31 December ...... 0.2 0.3 0.5 Net book value At 1 January ...... 0.1 0.5 0.6 At 31 December ...... 0.1 0.3 0.4

The impairment within plant, fixtures and equipment relates to assets purchased in 2011 and fully impaired in the year following review (see note 7).

As at 31 December 2012 Plant, fixtures and Motor equipment vehicles Total (£m) Cost At 1 January ...... 0.3 0.6 0.9 Additions at cost ...... 0.3 0.3 0.6 Disposals ...... — (0.3) (0.3) At 31 December ...... 0.6 0.6 1.2 Accumulated depreciation At 1 January ...... 0.2 0.3 0.5 Charge for the year ...... — 0.2 0.2 Disposals ...... — (0.2) (0.2) At 31 December ...... 0.2 0.3 0.5 Net book value At 31 December ...... 0.4 0.3 0.7

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12 Property, Plant and Equipment (Continued)

As at 31 December 2013 Plant, fixtures and Motor fittings vehicles Total (£m) Cost At 1 January ...... 0.6 0.6 1.2 Additions at cost ...... 0.1 0.2 0.3 Disposals ...... — (0.3) (0.3) At 31 December ...... 0.7 0.5 1.2 Accumulated depreciation At 1 January ...... 0.2 0.3 0.5 Charge for the year ...... 0.1 0.1 0.2 Disposals ...... — (0.1) (0.1) At 31 December ...... 0.3 0.3 0.6 Net book value At 31 December ...... 0.4 0.2 0.6

As at 30 June 2014 Plant, fixtures and Motor fittings vehicles Total (£m) Cost At 1 January ...... 0.7 0.5 1.2 Additions at cost ...... 0.6 0.1 0.7 At 30 June ...... 1.3 0.6 1.9 Accumulated depreciation At 1 January ...... 0.3 0.3 0.6 Charge for the period ...... 0.1 0.1 0.2 Disposals ...... — — — At 30 June ...... 0.4 0.4 0.8 Net book value At 30 June ...... 0.9 0.2 1.1

13 Investments Principal subsidiary undertakings of the WBAC Group Pennine Metals B Limited owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its subsidiary undertakings. The results and financial information of these subsidiaries are included in the combined and consolidated historical financial information. Principal subsidiary undertakings of the WBAC Group at 30 June 2014 are presented below:

Proportion of Nature of Country of ordinary shares Subsidiary business incorporation held by parent We Buy Any Car Limited ...... Vehicle sales UK 100% Expert Remarketing ...... Vehicle Sales UK 100% There are no restrictions on Pennine Metals B Limited’s ability to access or use the assets and settle the liabilities of Pennine Metals B Limited’s subsidiaries. On 16 August 2013, Pennine Metals B Limited disposed of its investment in CarGroup Holdings upon Pennine Metals B Limited being acquired by the BCA Osprey I group. As set out in the basis of preparation, the combined and consolidated historical financial information is presented excluding the financial results and financial position of CarGroup Holdings.

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14 Inventories

As at As at As at As at 31 December 31 December 31 December 30 June 2011 2012 2013 2014 (£m) Motor vehicles ...... 9.7 11.4 29.7 11.4 9.7 11.4 29.7 11.4

Inventory recognised as an expense and charged to cost of sales for the six months ended 30 June 2014 was £274m (30 June 2013: £223m). For the year ended 31 December 2013 were £413m (2012: £276m); (2011: £250m). Write down of inventories recognised as an expense in the year ended 31 December 2013 amount to £0.1m (2012 £nil; 2011 £0.1m). Write down of inventories recognised as an expense in the six month period ended 30 June 2014 amount to £nil (6 month period 2013 £nil). Up until 16 August 2013 and in the years ended 31 December 2012 and 2011 the WBAC Group entered into a secured revolving credit facility which was secured on inventories.

15 Trade and Other Receivables

As as As at 31 December 30 June 2011 2012 2013 2014 (£m) Amounts falling due within one year: Current ...... 1.2 0.6 0.1 0.1 Trade receivables past due ...... — — — — Trade receivables past due and impaired ...... — — — — Trade receivables—net ...... 1.2 0.6 0.1 0.1 Other receivables ...... 0.4 0.8 0.2 0.2 Accrued income ...... 0.3 0.5 — — Prepayments ...... 0.4 0.2 0.4 0.5 Amounts due from group entities ...... — — 3.2 7.3 Total trade and other receivables ...... 2.3 2.1 3.9 8.1 Trade and other receivables are all current and any fair value difference is not material. Trade receivables are considered past due if the due date is over 30 days. Trade receivables are reviewed for impairment if they are past due beyond 45 days. Included within other receivables as of 31 December 2012 is £0.6m due from a Director of the WBAC Group. This was repaid on 19 April 2013. The amounts due from group entities (being other entities in the BCA Osprey I group, the parent company of the group) are unsecured, collectable on demand and, in the case of funding balances, earn interest at LIBOR + 2.5%.

16 Cash and Cash Equivalents Cash and cash equivalents as per the balance sheet comprise the following:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Cash at bank and in hand (excluding bank overdrafts) ...... 1.1 0.9 0.1 14.6 Cash and cash equivalents ...... 1.1 0.9 0.1 14.6 Bank overdraft (included in borrowings) ...... — — (9.2) — 1.1 0.9 9.1 14.6

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17 Trade and Other Payables

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Trade payables ...... 3.9 3.6 5.0 7.2 Other tax and social security ...... 0.1 0.8 1.6 2.1 Accruals ...... 0.8 2.2 2.3 2.9 Other payables (including corporation tax) ...... 0.7 0.3 1.1 2.3 Amounts due to BCA group entities ...... — — 0.3 0.2 Provisions ...... 0.1 0.1 0.1 0.1 5.6 7.0 10.4 14.8

The fair value of financial liabilities approximates their carrying value due to short maturities.

18 Borrowings

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Current Due within one year or on demand: Revolving credit facility ...... 5.1 3.6 — — Bank overdraft ...... — — 9.2 — Loan from immediate parent company ...... — — 15.0 15.0 Loan from related party ...... — 3.0 — — 5.1 6.6 24.2 15.0

Revolving credit facility

Carrying amount at Repayment/ Facility Amount Instalment 31 December 31 December 31 December 30 June (£m) Inception Date Security Interest Rate frequency 2011 2012 2013 2014 (£m) 10.0 1 January 2011 Inventory 7 day LIBOR + 2.75% Daily 5.1 3.6 — — In January 2011 the WBAC Group entered into a secured revolving credit facility for £10m. The facility was secured on inventories, with a joint and several guarantee with the previous shareholders limited to £5m. In additional to interest charges there was an annual facility fee and an administrative fee for every purchased vehicle. The facility was renewed annually each period with the same terms as noted above. In January 2013, it was temporarily extended by £4 million for three months. The revolving credit facility was settled on 16 August 2013.

Bank overdrafts Until 16 August 2013, bank overdrafts were repayable on demand and bore interest at a spread above the bank base rates. Subsequent to 16 August 2013, the WBAC Group has participated in the BCA cash pooling arrangements with overdraft being provided as part of the BCA Group facility.

Loan from immediate parent company In August 2013 the group entered into a £15m unsecured loan from the immediate parent company, replacing the revolving credit facility. The loan incurs interest at of 2.5% above LIBOR. The loan is repayable on demand.

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18 Borrowings (Continued) Loan from related party A short term loan was entered into by the WBAC Group for a period of less than 3 months in December 2012 for £3m. The loan incurred interest at 7.5% percentage above LIBOR.

19 Deferred Tax

Property, Other plant and temporary equipment differences Total (£m) As at 1 January 2011 ...... — 0.1 0.1 Credited to the income statement ...... 0.1 — 0.1 As at 31 December 2011 ...... 0.1 0.1 0.2 Charged to the income statement ...... — (0.1) (0.1) As at 31 December 2012 ...... 0.1 — 0.1 Credited to the income statement ...... 0.1 — 0.1 As at 31 December 2013 ...... 0.2 0.2 Charged to the income statement ...... — — — As at 30 June 2014 ...... 0.2 — 0.2 Deferred tax assets ...... 0.2 — 0.2

Deferred tax assets of £0.2m in the period ended 31 December 2013 (2012: £0.1m, 2011: £0.2m), and period ended 30 June 2014 (£0.2m) have been recognised on the basis that there will be sufficient taxable profits in future periods against which the assets can be utilised, resulting from future taxable income in the entities to which the deferred tax assets relate.

20 Dividends No dividends have been paid or declared in the years ended 31 December 2011 and 2012. On 19 April 2013 the board declared a dividend of £2.17 per ordinary share amounting to £1.3m which was paid on 19 April 2013. No dividends have been paid or declared in the six months ended 30 June 2014 (2013 £1.3m).

21 Commitments (a) Capital commitments There were no material capital commitments contracted for but not provided for by the WBAC Group at any of the balance sheet dates presented.

(b) Operating lease commitments The WBAC Group has various building leases under non-cancellable operating lease agreements. The lease terms range between a month and 3 years, and the majority of lease agreements are renewable at the option of the WBAC Group at the end of the lease period at a market rate. The WBAC Group also leased motor vehicles under cancellable lease agreements in 2011 on 24 month terms. The lease expenditure charged to the income statement during the year is disclosed in note 6.

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21 Commitments (Continued) The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Within 1 year ...... 0.1 0.2 0.3 0.4 Later than 1 year and less than 5 years ...... — 0.1 — — After 5 years ...... — — — — 0.1 0.3 0.3 0.4

22 Contingent Assets and Liabilities The WBAC Group is a party to the BCA Osprey I group facility agreement, and participates in the UK cash pooling. There were no other material contingent assets or liabilities at any of the balance sheet dates presented.

23 Financial Instruments—Risk Management Financial risk management The WBAC Group’s activities expose it to a variety of financial risks: market risk (including cash flow interest rate risk), credit risk and liquidity risk. Risk management is carried out by the board of directors. The WBAC Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed. Transactions are only undertaken if they relate to actual underlying exposures and hence cannot be viewed as speculative.

(a) Market risk (i) Foreign exchange risk The WBAC Group operates predominantly in the UK with only small operations within the Eurozone area. Due to the current scale of the overseas operations they do not present a material foreign exchange risk to the Group.

(ii) Interest rate risk The WBAC Group’s interest rate risk arises from the WBAC Group’s borrowings as disclosed in Note 18. At 31 December 2013, if the UK interest rates had been 1% more during the period, interest costs would have increased by £0.1m. The impact of interest fluctuations on periods other than 2013 is consistent with that of the year ended 31 December 2013.

(b) Credit risk Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due, causing financial loss to the WBAC Group. The WBAC Group has no concentrations of credit risk. The WBAC Group has policies in place to ensure that sales of vehicles are made to clients with an appropriate credit history. Cash and cash equivalents are held with reputable institutions. The majority of all trade receivables are paid to Pennine Metals B Limited within three working days. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. The Directors believe there is no further credit risk provision required in excess of normal provision for doubtful receivables.

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23 Financial Instruments—Risk Management (Continued) (c) Liquidity risk WBAC is funded through facilities provided by the BCA Osprey I group. The steps taken by the Directors of BCA group to ensure that there are adequate and liquid funds available to all members of the BCA Osprey I group, including WBAC, are set out in that report. The table below analyses the WBAC Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

As at 31 December 2011 Between Carrying Less than 3 months Between Between Over amount 3 months and 1 year 1 and 2 years 2 and 5 years 5 years (£m) Borrowings ...... 5.1 5.1 — — — — Trade and other payables ...... 4.8 4.8 — — — — 9.9 9.9 — — — —

As at 31 December 2012 Between Carrying Less than 3 months Between Between Over amount 3 months and 1 year 1 and 2 years 2 and 5 years 5 years (£m) Borrowings ...... 6.6 6.6 — — — — Trade and other payables ...... 6.6 6.6 — — — — 13.2 13.2 — — — —

As at 31 December 2013 Between Carrying Less than 3 months Between Between Over amount 3 months and 1 year 1 and 2 years 2 and 5 years 5 years (£m) Borrowings ...... 24.2 24.2 — — — — Trade and other payables ...... 10.0 10.0 — — — — 34.2 34.2 — — — —

As at 30 June 2014 Between Carrying Less than 3 months Between Between Over value 3 months and 1 period 1 and 2 periods 2 and 5 periods 5 periods Borrowings ...... 15.0 15.0 — — — — Trade and other payables . . . 14.5 14.5 — — — — 29.5 29.5 — — — —

Capital risk management The aim of the WBAC Group is to maintain sufficient funds to enable it to make suitable investments and incremental acquisitions whilst minimising recourse to bankers and/or shareholders. All material cash amounts are deposited with financial institutions whose credit rating is at least rated A by Standard and Poors. Capital risk measures such as gearing ratios are not currently relevant to the WBAC Group. Included in financial liabilities for the year ended 31 December 2013 is a £15m unsecured loan from group entities. (30 June 2014: Nil, 31 December 2012: Nil, 31 December 2011: Nil).

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24 Related Party Transactions Key management compensation is disclosed in note 5. Other related party transactions with the WBAC Group are as follows: Pennine Metals B Limited is a wholly owned subsidiary of the BCA Group. Up until 16 August 2013 N F W McKee was the ultimate controlling party of Pennine Metals B Limited. D T McKee, N F W McKee and S Nobes are all directors of Pennine Metals B Limited. UK Car Group Limited and its subsidiary, CC Automotive Group Limited, formerly owned by Pennine Metals A Limited, were wholly controlled by N F W McKee, until 29 March 2014 when shares in the business were wholly disposed of. Furthermore, from 16 August 2013, D T McKee, N F W McKee and S Nobes own CarGroup Holdings LLC which previously formed part of the Pennine Metals B Group.

(a) Sale of goods and services

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2014 (£m) CC Automotive Group Limited ...... 4.3 1.4 0.9 0.1 BCA Autoveiling BV ...... — — — 0.6

(b) Purchase of goods and services

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2014 (£m) CC Automotive Group Limited ...... 0.1 0.1 — — Carcraft Executive Pension Scheme ...... — — 0.1 0.1 BCA Remarketing Limited ...... — — 0.7 1.1

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Amounts owing from related parties: CC Automotive Group Limited ...... 0.5 — — — BCA Remarketing Limited ...... — — 0.3 0.5 Amounts owing to related parties: CC Automotive Group Limited ...... — 0.2 0.1 — BCA Remarketing Limited ...... — — 0.1 0.3

(d) Loans with related parties

As at As at 31 December 30 June 2011 2012 2013 2014 (£m) Loan balances owing to related parties: Directors of the company ...... — 3.0 — — BCA Osprey I group ...... — — 15.0 15.0 Amounts owing from related parties: Directors of the company ...... — 0.6 — — BCA Osprey I group ...... — — 2.9 2.9

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24 Related Party Transactions (Continued) The amounts owed to Directors’ at 31 December 2012 related to a short-term unsecured loan. The loan incurred interest at 7.5% above LIBOR.

For the year ended For the 6 months 31 December ended 30 June 2011 2012 2013 2014 (£m) Interest incurred on loans with related parties: Directors of the company ...... 0.1 0.1 0.1 — BCA Osprey I group ...... — — 0.1 0.1 Transactions with shareholders: Investments funding in CarGroup Holdings LLC ...... 6.1 4.7 2.2 — The amounts due from group entities (being other entities in the BCA Osprey I group, the ultimate UK parent company of the WBAC Group) are unsecured, collectable on demand and earn interest at LIBOR + 2.5%. These transactions are trading relationships which are made at market value. The WBAC Group has not made any provision for bad or doubtful debts in respect of related party debtors nor has any guarantee been given during 2014, 2013, 2012 or 2011 regarding related party transactions.

25 Share Based Payments Awards of zero cost options over shares have been made to employees of the Group. The options vest when the Group is sold or is subject to an Initial Public Offering (IPO). The value of these awards has been determined using management estimates considering the earnings of the Group, valuation multiples appropriate to the business and the liquidity of such shares. The value of the awards is amortised over the expected vesting period to the date of sale or IPO. This expected vesting period is revised at each balance sheet date. As at 30 June 2014 £1.4m had been charged to expenses in respect of awards over 3.7 thousand shares. The expected life of such awards was 10.5 months. Certain staff will also receive a cash award at the sale of or IPO of the Group. This is linked to the value of the business at the time of the sale or IPO. An amount of £1.3m as at 30 June 2014 Is treated as a liability and the value evaluated at each reporting date.

26 Ultimate Controlling Party The ultimate controlling party was N F W McKee until 16 August 2013, by virtue of his holding of 69.9% of the ordinary share capital of Pennine Metals B Limited. Pennine Metals B Limited was sold on 16 August 2013, with Pennine Metals B Limited’s ultimate UK parent company being BCA Osprey I Limited from that date to the period end of 30 June 2014. This is the largest group to consolidate this consolidated historical financial information. At 30 June 2014, in the opinion of the directors, the ultimate controlling party of the BCA Osprey I Limited group is CD&R Osprey Investment S.a.r.l.,` a company registered in Luxembourg. The immediate parent company from 16 August 2013 to 30 June 2014 is BCA Osprey IV Limited.

27 Subsequent events The BCA Group, the parent company of the WBAC Group, announced its intention to float on the London Stock Exchange on 6 October 2014. On 21 October 2014 the BCA Group announced that it had decided not to proceed with its intended IPO due to market conditions at that time. Share based payment charges of £2.7 million relating to management share-based awards/plans and LTIPs were incurred in the six month period ended 30 June 2014 as a result of the vesting period being brought forward to an assumed IPO date in October 2014. Due to the deferral of the intended IPO, and resulting extension of the expected vesting period, a credit of £0.5 million will be recognised in the income statement for the period from 1 July 2014 to 31 December 2014 in respect of the share based payment charges.

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Section E: Accountant’s Report on the Historical Financial Information Relating to Haversham Holdings plc

19FEB201512552216 The Directors Haversham Holdings plc 20 Buckingham Street London WC2N 6EF 26 March 2015 Dear Sirs

Haversham Holdings plc (the ‘‘Company’’) and its subsidiaries (together the ‘‘Haversham Group’’) We report on the financial information set out in section F of this Part XIV (the ‘‘Haversham Financial Information Table’’). The Haversham Financial Information Table has been prepared for inclusion in the prospectus dated 26 March 2015 (the ‘‘Prospectus’’) of Haversham Holdings plc on the basis of the accounting policies set out in note 2 to the Haversham Financial Information Table. This report is required by item 20.1 of Annex I to the PD Regulation and is given for the purpose of complying with that item and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the Haversham Financial Information Table in accordance with International Financial Reporting Standards as adopted by the European Union. It is our responsibility to form an opinion as to whether the Haversham Financial Information Table gives a true and fair view, for the purposes of the Prospectus and to report our opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the Haversham Group’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 2075 835 000, F: +44 (0) 2072 124 652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

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Opinion In our opinion, the Haversham Financial Information Table gives, for the purposes of the Prospectus dated 26 March 2015, a true and fair view of the state of affairs of the Haversham Group as at the dates stated and of its losses, cash flows and changes in equity for the period then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Section F: Historical Financial Information relating to the Haversham Group Haversham Group Consolidated Statement of Comprehensive Income

Period ended 31 December 2014 (£ million) Revenue ...... — Gross profit ...... — Administration expenses ...... (0.3) Total operating expenses ...... (0.3) Loss before tax ...... (0.3) Income tax expense ...... — Total comprehensive loss ...... (0.3) Earnings per share Basic (£) ...... (0.055) Diluted (£) ...... (0.055)

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Haversham Group Consolidated Statement of Changes in Equity

Share Accumulated Share Other For the period ended 31 December 2014 (£ million) Note Capital Losses Premium Reserves Total Balance as at 30 April 2014 ...... — — — — — Loss for the period ...... — (0.3) — — (0.3) Issue of ordinary shares ...... 10 0.2 — 29.8 — 30.0 Share issue costs ...... 11 — — (1.1) — (1.1) Balance as at 31 December 2014 ...... 0.2 (0.3) 28.7 — 28.6

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Haversham Group Consolidated Statement of Financial Position

Notes 31 December 2014 (£ million) Assets Current assets Cash and cash equivalents ...... 8 28.8 Total current assets ...... 28.8 Current liabilities Trade and other payables ...... 9 (0.2) Total liabilities ...... (0.2) Net assets attributable to equity holders ...... 28.6 Capital and reserves attributable to equity holders of the group Share capital ...... 10 0.2 Share premium ...... 10 28.7 Equity settled reserves ...... 14 — Accumulated losses ...... (0.3) Total equity ...... 28.6

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Haversham Group Consolidated Cash Flow Statement

Notes 31 December 2014 (£ million) Cash flows from operating activities Loss for the period ...... (0.3) Increase in trade and other payables ...... 0.2 Net cash outflow from operating activities ...... (0.1) Cash flows from financing activities Proceeds from issue of shares ...... 10 29.1 Payment of share issue costs ...... 10 (0.2) Net cash inflow from financing activities ...... 28.9

Net increase in cash and cash equivalents ...... 28.8

Cash and cash equivalents at the beginning of the period ...... — Cash and cash equivalents at the end of the period ...... 28.8

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1 General Information Haversham Holdings plc is an Investing Company (as defined in the AIM Rules) incorporated in England and Wales on 30 April 2014 (registered number 09019615). The address of its registered office is 20 Buckingham Street, London, WC2N 6EF. The Company was originally incorporated as a private limited company with the name of Haversham Holdings Limited. On 11 July 2014 the Company was re-registered as a public limited company and changed its name to Haversham Holdings plc.

2 Accounting Policies (a) Basis of preparation This historical financial information presents the financial track record of the Haversham Group for the eight month period from incorporation to 31 December 2014 and is prepared for the purposes of admission of new Ordinary Shares to the London Stock Exchange. This special purpose financial information has been prepared in accordance with the requirements of the Prospectus Directive regulation, the Listing Rules, in accordance with International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’), and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The historical financial information is presented in millions of pounds sterling (‘‘£ million’’) except when otherwise indicated. The principal accounting policies adopted in the preparation of the historical financial information are set out below. The policies have been consistently applied throughout the period presented, unless otherwise stated.

(b) Going concern This historical financial information relating to the Haversham Group has been prepared on the going concern basis. The Haversham Group maintains a cash reserve, which is designed to ensure that the Haversham Group has sufficient available funds to finance its operations. The Board reviews forecasts of the Haversham Group’s liquidity requirements based on a range of scenarios to ensure it has sufficient cash to meet operational needs. After making appropriate enquiries and having considered the business activities and the Haversham Group’s principal risks and uncertainties, the Directors are satisfied that the Haversham Group as a whole has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the historical financial information has been prepared on a going concern basis.

(c) New standards and amendments to International Financial Reporting Standards Standards, amendments and interpretation effective and adopted by the Group: IFRSs applicable to the first annual financial statements of the Haversham Group for the period ended 31 December 2014, have been applied. The accounting policies adopted in the presentation of the historical financial information reflect the adoption of the following new standards for annual periods beginning on or after 1 January 2014: Amendments to IFRS 10, 11, 12 and IAS 27 re: investment entity consolidation, IAS 39 re: novation of derivatives and IFRIC 21 re: levies are not applicable to the Haversham Group. The Haversham Group does not offset any assets and liabilities and therefore the amendment to IAS 32 is also not applicable. The amendment to IAS 36 has been adopted by the Group but has had no effect on the Group’s results.

(d) New standards, amendments and interpretations not yet effective A number of amendments will be effective for the period from 1 January 2015, amendments to IFRS 1, 2, 3, 8, 13, 16, 19, 24 and 40, where applicable to the Group, are not expected to have a material effect on the amounts or disclosures reported in the financial statements. Amendments anticipated for periods from

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2 Accounting Policies (Continued) 1 January 2016 are not anticipated to have a significant effect on the consolidated financial statements of the Haversham Group, however, will be considered further as required in due course. The introduction of IFRS 9 and IFRS 15 are not expected to have a significant effect on the Haversham Group.

(e) Basis of consolidation Subsidiaries Subsidiaries are all entities (including structured entities) over which the Haversham Group has control. The Haversham Group controls an entity when the Haversham Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Haversham Group. They are deconsolidated from the date that control ceases.

(f) Financial liabilities The Haversham Group recognises a financial liability on assuming a financial obligation and derecognises financial liabilities when, and only when, the Haversham Group’s obligations are discharged, cancelled or they expire.

(g) Cash and cash equivalents Cash and cash equivalents comprise cash balances and deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(h) Finance income Finance income comprises interest receivable on funds invested, and foreign exchange gains. Interest income is recognised in the income statement using the effective interest method.

(i) Costs directly attributable to the issue of equity Share issue costs are placing expenses directly relating to the issue of the Company’s shares. These expenses include fees payable under share placement agreements, printing, advertising and distribution costs and legal fees and any other applicable expenses. All such costs are charged to equity and deducted from the proceeds received.

(j) Income tax Income tax for the period presented comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to taxes payable in respect of previous periods. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

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2 Accounting Policies (Continued) (k) Share based transactions Equity-settled share based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is expensed, with a corresponding increase in equity, on a straight line basis over the period that the employees become unconditionally entitled to the awards. At each Statement of Financial Position Date, the Group revises the amount recognised as an expense to reflect the number of awards for which the related services and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performing conditions at the vesting date. Share-based transactions with no service condition are accounted for as financial liabilities. The fair value is expensed, with a corresponding increase in liabilities, on a straight line basis over the period that the investors become unconditionally entitled to the awards. At each Statement of Financial Position Date, the Group revises the amount recognised as an expense to reflect the number of awards for which the related non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related non-market performing conditions at the vesting date.

(l) Earnings/(loss) per share The Haversham Group presents basic and diluted earnings/(loss) per share (‘‘EPS’’) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

3 Critical accounting estimates and judgements The Group makes estimates, judgements and assumptions that affect the reported amounts of assets and liabilities. Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. For the period and at the period end, the Directors have not made any significant estimates, judgement or assumptions that would affect the balances reported in these financial statements.

4 Auditor’s remuneration The operating loss is stated after charging auditors remuneration of £27,000. The total auditors remuneration related to fees payable for the audit of the parent company and consolidated financial statements of £27,000 and fees payable for non-audit services in relation to tax advisory services received of nil.

5 Remuneration of key management, staff numbers and costs The Board considers the Directors of the Company to be the key management personnel of the Group. Details of the remuneration received by key management is summarised below: The highest paid Director, Avril Palmer-Baunack, received remuneration of £36,859 during the period. Avril’s service agreement contains a bonus arrangement which is dependent on the completion of the first acquisition of a trading business or company by the Group. Once this condition is satisfied Avril shall be entitled to an amount equal to 0.5 percent of the enterprise value of the transaction, as calculated by the Board (or the Remuneration Committee, if one has been established) in its sole and absolute discretion. There is no entitlement should Avril’s employment cease prior to completion of the first acquisition. Participation shares owned by Directors are described in Note 14.

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5 Remuneration of key management, staff numbers and costs (Continued) The average monthly number of persons employed by the Group (including Directors) during the period was as follows:

Number of employees 2014 Administrative ...... — Directors ...... 3 3

The aggregate payroll costs of these persons (including Directors) were £45,181 for the period.

6 Tax Reconciliation of effective tax rate, and tax charge:

2014 (£ million) Loss before taxation ...... (0.3) Tax calculated at UK standard rate of corporation tax 20% ...... (0.1) Tax effects of: Unutilised current period expenses going forward ...... 0.1 Total tax charge ...... —

7 Investment in subsidiary

Percentage of Country of ordinary Principal incorporation shares held activity Ordinary shares held directly: H.I.J. Limited ...... Jersey 100% Holding company

8 Cash and cash equivalents Cash and cash equivalents comprise balances held at Barclays Bank plc and are all held by the Company.

9 Trade and other payables

2014 (£ million) Trade payables ...... — Accruals ...... 0.2 Other payables ...... — Participation Shares classified as a liability under FRS25 ...... — 0.2

Included within other payables is an amount in relation to the Investor Founder Shares described in Note 14, which has been recognised in accordance with IAS 32.

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10 Share Capital

2014 Number of ordinary 2014 2014 shares Nominal value Share premium (£ million) (£ million) Issued ordinary shares on incorporation ...... 1 — — Issued in relation to plc share capital requirement .... 49,999 — — Issued in relation to share reorganisation ...... 4 — — Reduction following share reorganisation ...... (8,334) — — Issued in connection with Placing ...... 25,000,000 0.2 28.7 Number of ordinary shares as at 31 December ...... 25,041,670 0.2 28.7

The Company’s ordinary shares have a par value of £0.01 each. All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company. The Company issued 1 ordinary share of £1 upon incorporation. On 10 July 2014, the Company: • adopted new articles of association in substitution for and to the exclusion of the Company’s then existing articles of association; and • issued 49,999 ordinary shares of £1.00 each to Marwyn Investment Management LLP bringing the total issued share capital to 50,000 ordinary shares of £1.00 each. The shares were fully paid up. On 23 October 2014 the Company: • allotted 4 ordinary shares of £1.00 each (the ‘‘Allotment’’). Immediately following the Allotment, the following steps took place: • the entire issued share capital of the Company, being 50,004 ordinary shares of £1.00 each, was subdivided into 41,670 ordinary shares of £1.20 each (‘‘First Subdivision’’); • immediately following the First Subdivision the entire issued share capital of the Company was further subdivided and reclassified into 41,670 ordinary shares of £0.01 each and 41,670 deferred shares of £1.19 each. On 10 November 2014 the Company: • issued 25,000,000 shares for the Placing at a placement price of £1.20 each. All 25,000,000 ordinary shares were admitted to AIM for trading. • was gifted the 41,670 deferred shares by the holder of the deferred shares.

11 Fundraising proceeds

2014 (£ million) Gross proceeds from issue of shares ...... 30.0 Advisors’ fees (paid in ordinary shares) ...... (0.9) Other costs directly attributable to fundraising ...... (0.2) Total share issue costs ...... (1.1) Net proceeds ...... 28.9

12 Instruments and associated risks The Group has exposure to the following risks from its use of financial instruments: • Market risk • Liquidity risk • Credit risk

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12 Instruments and associated risks (Continued) This note presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes for measuring and managing these risks. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.

Market risk The Group’s activities primarily expose it to the risk of changes in interest rates due to the significant cash balance currently held however any change in interest rates will not have a material effect on the Group. The Group’s operations are entirely in their functional currency and accordingly, no translation exposures arise in trade receivables or trade payables.

Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group currently meets all liabilities from cash reserves. The Group’s liability for operating expenses is monitored on an ongoing basis to ensure cash resources are adequate to meet liabilities as they fall due.

Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The main credit risk relates to the cash held with financial institutions. The Company manages its exposure to credit risk associated with its cash deposits by selecting counterparties with a high credit rating with which to carry out these transactions. The counterparty for these transactions is Barclays Bank plc, which holds a short-term credit rating of P-1, as issued by Moody’s. The Company’s maximum exposure to credit risk is the carrying value of the cash on the balance sheet.

Capital management The Board’s policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. There were no changes in the Group’s approach to capital management during the period.

13 Earnings per share The calculation of earnings per share is based on the loss for the period attributable to ordinary shareholders of £285,448 and on the weighted average number of ordinary shares in issue during the period of 5,237,246.13.

Earnings per share Attributable to holders of Ordinary shares (£ million) ...... (0.3) Weighted average ordinary shares in issue to 31 December 2014 ...... 5,237,246 Return per Ordinary share—Basic (£) ...... (0.055) —Diluted (£) ...... (0.055)

14(a) Participation shares Arrangements have been put in place to create incentives for those who are expected to make key contributions to the success of the Group. Success depends upon the sourcing of attractive investment

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14(a) Participation shares (Continued) opportunities, effective execution of transactions, the availability of cornerstone investment to fund acquisitions and the subsequent integration and optimisation of target businesses. Accordingly, an incentive scheme has been created to reward the key contributors for the creation of value, once all investors have received a preferential level of return. In order to make these arrangements most efficient, they are based around a subscription for shares in H.I.J. by the Executive Founders (the ‘‘Executive Founder Shares’’) and Investor Founders (the ‘‘Investor Founder Shares’’); together the ‘‘Participation Shares’’. On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new Ordinary shares at its discretion. The valuation of the Participation Shares is discussed below. The Participation Shares may only be sold on this basis if both the growth and at least one of the vesting conditions have been satisfied. If these conditions have not been satisfied the Participation Shares must be sold to the Company for a nominal amount. Details of the Participation Shares issued during and outstanding at the period end are shown below. None of the Participation Shares were forfeited, exercised or expired during the period.

14(b) Executive Founder Shares Avril Palmer-Baunack, James Corsellis and Mark Brangstrup Watts are defined as the Executive Founders.

Growth Condition The Growth Condition is that the compound annual growth of the Company’s equity value must be at least 10% per annum. The Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.

Vesting Conditions The Executive Founder Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Executive Founder Shares to exercise his or her redemption rights. The vesting period ends on the fifth anniversary of admission of the Company to trading on AIM on 10 November 2014 (‘‘AIM Admission’’), being 10 November 2019. The vesting conditions are as follows: (i) a sale of all or a material part of the business of the Company; (ii) a sale of all of the issued ordinary shares of the Company occurring; (iii) a winding up of the Company occurring; (iv) a sale or change of control of the Company; or (v) it is later than the third anniversary of AIM Admission. The Executive Founders have agreed that if they cease to be involved with the Company in the first three years following AIM Admission then in certain circumstances a proportion of their Executive Founder Shares may be forfeited.

Value Subject to the provisions detailed above, the Executive Founder Shares can be sold to the Company for an aggregate value equivalent to a minimum of 13.5% of the increase in ‘‘Shareholder Value’’ in the Company. Shareholder Value is broadly defined as the increase in market capitalisation of all Ordinary Shares of the Company issued up to the date of sale, allowing for any dividends and other capital movements.

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14(b) Executive Founder Shares (Continued) Holding of Executive Founder Shares 405,000 Executive Founder Shares have been created, which have been allotted and purchased as shown in the table below.

Participation in increase in ‘‘Shareholder Number of Nominal value of Value’’ Issue Price Participation shares Participation shares Avril Palmer-Baunack ...... 6.75% £0.01 202,500 £2,025 Marwyn Long Term Incentive LP .... 6.75% £0.01 202,500 £2,025 405,000 £4,050

14(c) Investor Founder Shares Investor Founder Shares have been granted to investors who participated in the Company’s IPO in November 2014.

Vesting Conditions The Investor Founder Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Investor Founder Shares to exercise his or her redemption rights and which ends on the third anniversary of AIM Admission. The vesting conditions are as follows: (i) a sale of all or a material part of the business of the Company; (ii) a sale of all of the issued ordinary shares of the Company occurring; (iii) a winding up of the Company occurring; (iv) a sale or change of control of the Company; or (v) it is the third anniversary of AIM Admission.

Value Subject to the provisions detailed above, the Investor Founder Shares can be sold to the Company for an aggregate value equivalent to a maximum of 6.5% of the increase in ‘‘Shareholder Value’’ in the Company. Shareholder Value is broadly defined as the increase in market capitalisation of all Ordinary Shares of the Company issued up to the date of sale, allowing for any dividends and other capital movements. If the growth condition is not satisfied on the third anniversary of AIM Admission, the Investor Founder Shares must be sold to the Company or, at its election, redeemed, in both cases at a price per Investor Founder Share equal to the subscription price for such shares.

Eligibility To encourage Investor Founders to support future equity fundraising by the Company, Investor Founders whose Ordinary Share ownership upon redemption of their Investor Founder Shares is less than what it would have been had they continued to hold the equivalent number of shares initially subscribed for on AIM Admission and subscribed in all future equity fundraisings for at least 66% of their pro rata share of the fundraising will lose a proportion of the value of their Investor Founder Shares. Their value will be reduced by the percentage decrease their shareholding represents against the notional shareholding they would have had had they supported each fundraising as described.

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14(d) Valuation of Participation Shares The Executive Founder Share Scheme has been accounted for in accordance with IFRS2, ‘‘Share Based Payments’’. For equity-settled Executive Founder Shares, the services received from Directors are measured by reference to the fair value of the Shares. The fair value is calculated at grant date and is recognised in the Consolidated Statement of Comprehensive Income, together with a corresponding increase in shareholders’ equity, on a straight-line basis over the vesting period, based on an estimate of the number of Shares that will eventually vest. Vesting conditions, other than market conditions, are not taken into account when estimating the fair value. Market conditions are those conditions that are linked to the share price of the Company. At the end of each reporting period the Company revises its estimates of the number of Shares that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the Consolidated Statement of Comprehensive Income, with a corresponding adjustment to shareholders’ equity. The Investor Founder Shares Scheme has been accounted for in accordance with the requirements of IAS 32 as a financial liability at fair value as the incentive scheme does not include a service requirement. Details of the value of the Participation Shares are set out below:

Executive Founder shares Investor Founder shares Number of shares granted ...... 405,000 194,996 Exercise price ...... n/a n/a Vesting period/date ...... From the third anniversary of Third anniversary of AIM AIM Admission to the fifth Admission Anniversary Total fair value of shares at grant date ...... £268,000 £1,950 £29,289 has been recognised in the Consolidated Statement of Comprehensive Income in the period and in a share based payment reserve within the Consolidated Balance Sheet as at the period end in relation to the Participation Shares.

15 Material contracts and related-party transactions In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate controlling party. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

16 Related parties In addition to her Director’s remuneration, Avril Palmer-Baunack holds Executive Founder Shares in H.I.J. Limited as disclosed in Note 14. At 31 December 2014, H.I.J. Limited owed £11,044 to the Company for services paid on its behalf. James Corsellis and Mark Brangstrup Watts are the managing partners of the Marwyn Group: • Marwyn Value Investors LP (‘‘MVI LP’’) holds 29.99% of the Company’s issued ordinary shares. MVI LP is managed by Marwyn Asset Management Limited of which James Corsellis and Mark Brangstrup Watts are both non-executive directors and in which they are the ultimate beneficial owners; • Marwyn Long Term Incentive LP, a partnership in which James Corsellis and Mark Brangstrup Watts are limited partners, holds Executive Founder Shares as disclosed in Note 17; • James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company.

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16 Related parties (Continued) During the period Marwyn Capital LLP was paid £35,700 (excluding VAT) in respect of services supplied and was owed an amount of £21,000 at the balance sheet date; and • James Corsellis and Mark Brangstrup Watts are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial services to the Company and company secretarial, registered agent and accounting services to H.I.J. During the period Axio Capital Solutions Limited was paid £14,758 in respect of services supplied and was owed an amount of £2,679 at the balance sheet date.

17 Commitments and contingent liabilities There were no commitments or contingent liabilities outstanding at 31 December 2014 that require disclosure or adjustment in these financial statements.

18 Subsequent events In February 2015, the Company changed its accounting reference date from 30 June to 31 December. In March 2015, the Investor Founders agreed to sell their H.I.J. Investor Founder Shares to the Company for their nominal value. In March 2015, the terms of the H.I.J. Executive Founder Shares were amended to provide that the value of awards under all of Haversham Holdings plc’s share incentive arrangements will not, in any 10 year period, exceed the Incentive Scheme Cap. The ‘‘Incentive Scheme Cap’’ is 10 per cent. of the market value of Haversham Holdings plc (based on a 30 day volume-weighted average mid-market price and taking dividends and any prior return of capital into account) over and above the aggregate price paid by Shareholders for its share capital.

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PART XV UNAUDITED PRO FORMA FINANCIAL INFORMATION Section A: Unaudited Pro Forma Financial Information The unaudited consolidated pro forma statement of net assets of the Group set out below has been prepared on the basis set out in the notes below and in accordance with the requirements of item 20.2 of Annex I and items 1 to 6 of Annex II of the Prospectus Rules to illustrate the impact of (i) the acquisition of the BCA Group, (ii) the Refinancing of the BCA Group debt and (iii) the Placing on the net assets of the Group as if they had taken place on 31 December 2014. The unaudited consolidated pro forma income statement of the Group for the year ended 31 December 2014 has been prepared on the basis set out in the notes below and in accordance with the requirements of item 20.2 of Annex I and items 1 to 6 of Annex II of the Prospectus Rules to illustrate the impact of (i) the acquisition of the BCA Group (ii) the acquisition of WBAC, (iii) the Refinancing of the BCA Group debt and (v) the Placing on the results of the Group as if they had taken place on 1 January 2014, notwithstanding the fact that the Company was incorporated on 30 April 2014. The unaudited pro forma financial information, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or results. The unaudited pro forma financial information has been prepared using accounting policies consistent with those set out in Part XIV: ‘‘Historical Financial Information’’ relating to the Group. The unaudited pro forma information does not constitute financial statements within the meaning of Section 434 of the Companies Act 2006. Shareholders should read the whole of this prospectus and not rely solely on the summarised financial information contained in this Part XV: ‘‘Unaudited Pro Forma Financial Information’’. PricewaterhouseCoopers LLP’s report on the unaudited pro forma financial information is set out in Section B of this Part XV: ‘‘Unaudited Pro Forma Financial Information’’. The unaudited pro forma financial information does not purport to represent what the Group’s financial position and results of operations actually would have been if the acquisition of the BCA Group, the acquisition of WBAC, the refinancing of the BCA Group debt and the Placing had been completed on the dates indicated nor do they purport to represent the results of operations for any future period or the financial condition at any future date.

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Unaudited Consolidated Pro Forma Statement of Net Assets

Adjustments BCA Haversham Group Group as at as at Acquisition of 31 December 30 June the BCA Debt Unaudited Pro 2014(1) 2014(2) Placing(3) Group(4) Refinancing(5) Forma Total £m £m £m £m £m £m Assets Non-current assets Intangible assets ...... — 539.5 — 695.4 — 1,234.9 Property, plant and equipment . . . — 63.0 — — — 63.0 Interest in joint venture ...... — 0.6 — — — 0.6 Deferred tax asset ...... — 15.9 — — — 15.9 — 619.0 — 695.4 — 1,314.4 Current assets Inventories ...... — 14.1 — — — 14.1 Interest in parent company ...... — 2.7 — — — 2.7 Trade and other receivables ..... — 95.9 — — — 95.9 Cash and cash equivalents ...... 28.8 56.6 1,005.5 (741.7) (247.1) 102.1 28.8 169.3 1,005.5 (741.7) (247.1) 214.8 Total assets ...... 28.8 788.3 1,005.5 (46.3) (247.1) 1,529.2 Liabilities Non-current liabilities Borrowings ...... — (605.1) — 178.6 230.3 (196.2) Trade and other payables ...... (0.2) (51.3) — 10.7 4.2 (36.6) Deferred tax liabilities ...... — (10.7) — — — (10.7) Net pension deficit ...... — (0.5) — — — (0.5) Provisions ...... — (19.2) — — — (19.2) (0.2) (686.8) — 189.3 234.5 (263.2) Current liabilities Borrowings ...... — (1.6) — — 1.6 — Trade and other payables ...... — (169.1) — — — (169.1) — (170.7) — — 1.6 (169.1) Total liabilities ...... (0.2) (857.5) — 189.3 236.1 (432.3) Net assets ...... 28.6 (69.2) 1,005.5 143.0 (11.0) 1,096.9

Notes: (1) The financial information for the Haversham Group has been extracted without material adjustment from the Historical Financial Information relating to the Haversham Group, set out in Section F of Part XIV: ‘‘Historical Financial Information— Historical Financial Information Relating to the Haversham Group’’. (2) The net liabilities of the BCA Group have been extracted, without material adjustment, from the financial information set out in Section B of ‘‘Part XIV—Historical Financial Information—Historical Financial Information Relating to the BCA Group’’. (3) The net proceeds of the Placing of £1,005.5 million represents gross proceeds of £1,028.5 million calculated on the basis that the Company issues 685.7 million New Ordinary Shares at a price of 150 pence per share, net of estimated expenses in connection with the Placing of approximately £23.0 million. (4) The adjustments arising as a result of the Acquisition are set out below: a. The adjustment to current assets of £741.7 million represents the aggregate of the £711.2 million cash consideration payable for the Acquisition and £30.5 million of estimated transaction costs. b. The adjustment to non-current borrowings of £178.6 million represents the removal of shareholder loans (‘‘Balance due to ultimate controlling party’’ as disclosed in Note 18 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information’’) on Acquisition. The £10.7 million adjustment relating to non-current trade and other payables represents the accrued interest on the shareholder loans (which together with the accrued interest of £4.2 million of the BCA Group’s PIK indebtedness agrees to the total £14.9 million of accrued interest disclosed in Note 17 to The BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information:).

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c. The adjustment to goodwill has been calculated as follows: £m Cash consideration ...... 711.2 Equity consideration (note (i)) ...... 104.3 Total consideration ...... 815.5 Net liabilities acquired of BCA Group (note (ii)) ...... 544.6 Removal of shareholder loans ...... (189.3) Goodwill arising on acquisition ...... 1,170.8 Existing goodwill ...... (475.4) Pro forma goodwill adjustment ...... 695.4

Notes: (i) The equity consideration represents the issue of 69.5 million New Ordinary Shares at a price of 150 pence per share to certain shareholders of the BCA Group. (ii) Net liabilities acquired of BCA Group includes the elimination of existing goodwill of £475.4 million (as included in Note 11 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information’’). (5) In connection with the Placing, the Company intends to repay the BCA Group’s PIK indebtedness (£160.0 million as at 30 June 2014), together with repaying the relevant accrued interest of £4.2 million and early repayment costs of £5.1 million. In addition, the Group intends to replace the Senior Facilities Agreement (£271.8 million as at 30 June 2014 net of unamortised issue costs of £5.9 million) with the New Facilities Agreement (£200.0 million net of fees of £6.0 million). Local facilities held through various institutions in Europe of £2.2 million also included in non-current bank borrowings are not refinanced. See Part XVIII: ‘‘Additional Information—Material Contracts’’.

Repay PIK Existing New Net Repayment Facility Facility Movement £m £m £m £m Cash ...... (169.3) (271.8) 194.0 (247.1) Accrued Interest ...... 4.2 — — 4.2 Payable Long Term Borrowings ...... 160.0 264.3 (194.0) 230.3 Short Term Borrowings ...... — 1.6 — 1.6 Net Assets ...... (5.1) (5.9) — (11.0) Charge to income ...... (5.1) (5.9) — (11.0)

(6) No adjustment has been made to reflect the trading results of the Haversham Group since 31 December 2014 or the BCA Group since 30 June 2014.

Unaudited Pro Forma Income Statement

Pro forma adjustments WBAC Acquisition adjustments Haversham BCA Group BCA Group Total Group results results for WBAC results Acquisition pro forma pro forma for the eight the year Removal of for the year related for the Remove for the months ended ended WBAC post ended adjustment— year ended existing Acquisition New year ended 31 December 31 December acquisition 31 December full year of 31 December finance of the BCA finance 31 December 2014(1) 2013(2) results(3) 2013(4) WBAC(5) 2013 structure(6) Group(7) facility(8) 2014 £m £m £m £m £m £m £m £m £m £m Revenue ...... — 442.3 (148.8) 440.2 (2.0) 731.7 — — — 731.7 Cost of sales ...... — (233.0) 142.9 (423.9) 2.0 (512.0) — — — (512.0) Gross profit ...... — 209.3 (5.9) 16.3 — 219.7 — — — 219.7 Operating costs ...... (0.3) (169.2) 2.8 (11.8) (2.1) (180.3) 0.5 (30.5) — (210.6) Other income ...... — 1.0 — — — 1.0 — — — 1.0 Operating profit ...... (0.3) 41.1 (3.1) 4.5 (2.1) 40.4 0.5 (30.5) — 10.1 Finance costs ...... — (65.9) — (0.7) — (66.6) 54.9 — (6.7) (18.4) Finance income ...... — 0.6 — — — 0.6 — — — 0.6 (Loss) / profit before income tax ...... (0.3) (24.2) (3.1) 3.8 (2.1) (25.6) 55.4 (30.5) (6.7) (7.7) Income tax expense ..... — (2.9) 0.7 (1.4) 0.5 (3.1) (9.1) 7.1 1.6 (3.5) (Loss) / Profit for the year . (0.3) (27.1) (2.4) 2.4 (1.6) (28.7) 46.3 (23.4) (5.1) (11.2)

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(2) The financial information for the BCA Group has been extracted without material adjustment from the Historical Financial Information relating to the BCA Group, set out in Section B of Part XIV: ‘‘Historical Financial Information—Historical Financial Information Relating to the BCA Group’’.

(3) The post-acquisition financial information for WBAC (from the date of acquisition to 31 December 2013) has been extracted without material adjustment from consolidation schedules of the Group for the year ended 31 December 2013.

(4) The financial information for WBAC for the year ended 31 December 2013 has been extracted without material adjustment from Part XIV: ‘‘Historical Financial Information—Historical Financial Information Relating to WBAC’’.

(5) The acquisition related adjustments adjust operating costs to reflect the full year impact of the amortisation of the acquired intangibles calculated as the net of £1.4 million of amortisation already reflected in the results of the Group and £3.5 million being the amortisation that would have been charged in the Group’s results had the acquisition of WBAC occurred on 1 January 2013. The acquired intangibles identified in the acquisition of WBAC were the brand and trademarks with a value of £52.0 million. These assets are being amortised in a straight line over their economic life of 15 years.

(6) An adjustment has been made to remove the costs of the existing financing structure of the Group as follows:-

£m £m Remove fees to private equity investor from Operating Costs (note (i)) ...... 0.5 Existing finance costs of BCA Osprey 1 Ltd, excluding foreign exchange losses and pension finance costs (note (ii)) ...... 65.0 Full year finance costs of WBAC (note (iii)) ...... 0.7 Total finance costs to remove ...... 65.7 Write off of unamortised issue costs of existing bank facility (note (iv)) ...... (5.7) Costs of early settlement of PIK facility (note (v)) ...... (5.1) Adjustment to Finance Costs ...... 54.9 Total Adjustment to Loss before income tax ...... 55.4

Notes:

(i) This is disclosed in Note 4 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information’’.

(ii) This is disclosed in Note 7 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information’’.

(iii) This is disclosed in Note 8 to the WBAC Group Financial Information of Part XIV: ‘‘Historical Financial Information’’.

(iv) This amount is the difference between the fair value of bank borrowings of £274.1 million and its respective carrying value of £268.4 million as at 31 December 2013 (as disclosed in Note 18 to the BCA Group Financial Information of Part XIV: ‘‘Historical Financial Information).

(v) This amount comprises as a 3% early repayment penalty of £5.1 million on the repayment of the PIK facilities.

(7) Acqusition—An adjustment of £30.5 million to reflect the transaction costs for the Acquisition which will be charged to the income statement. These costs will not have a continuing impact on the Group.

(8) This includes (i) an adjustment of £1.2 million representing the amortisation of the £6.0 million arrangement fee for the new £200.0 million senior term loan and new £100.0 million revolving credit facility as set out in the New Facilities Agreement, and (ii) the full year interest expense for the new £200.0 million senior term loan of £5.5 million on the basis of an estimated interest rate of 2.75% (LIBOR plus estimated margin of 2.25%) based on the terms of the New Facilities Agreement assuming that this was taken out on 1 January 2014. The applicable margin is subject to a leverage ratchet and accordingly ranges from 1.50% to 2.50% (although these rates are subject to potential flexibility in connection with the syndication of the New Facilities Agreement of up to 0.50% above each of these rates).

(9) The tax effect of the adjustments to financing costs is calculated at the BCA Group’s effective tax rate of 23.25%.

(10) No adjustment has been made for WBAC acquisition costs since these have been charged in the BCA Group income statement in the year to 31 December 2013.

(11) No adjustment has been made to reflect the trading results of the Haversham Group since 31 December 2014 or the BCA Group or WBAC since 31 December 2013.

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(12) The following table sets out a reconciliation of Pro Forma Operating profit to Pro Forma Adjusted EBITDA:

WBAC Acquisition adjustments Total Haversham Group WBAC results BCA Group pro forma results for the BCA Group Removal of for the pro forma for the eight months results for the WBAC post year ended Acquisition for the year ended ended year ended acquisition 31 December related year ended 31 December 31 December 2014 31 December 2013 results 2013 adjustment 31 December 2013 Adjustments 2014 £m £m £m £m £m £m £m £m Operating profit .... (0.3) 41.1 (3.1) 4.5 (2.1) 40.4 (30.0) 10.1 Restructuring costs . . — 4.8 — — — 4.8 — 4.8 Management fee to private equity investor ...... — 0.5 — — — 0.5 (0.5) — Acqusition cost .... — 4.6 — — — 4.6 30.5 35.1 Business sale costs and aborted IPO costs including management incentives — — 3.6 — 3.6 — 3.6 Accelerated amortisation ..... — 1.2 — — — 1.2 — 1.2 Amortisation of acquired intangibles — 1.4 — — 2.1 3.5 — 3.5 Non-recurring costs . . — 0.5 — — — 0.5 — 0.5 Adjusted operating profit ...... (0.3) 54.1 (3.1) 8.1 — 59.1 — 58.8 Depreciation ...... — 4.8 (0.2) 0.2 — 4.8 — 4.8 Amortisation ...... — 3.6 — 0.3 — 3.9 — 3.9 Adjusted EBITDA . . (0.3) 62.5 (3.3) 8.6 — 67.8 — 67.5

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Section B: Accountant’s Report on the Unaudited Pro Forma Financial Information

19FEB201512552216 The Directors Haversham Holdings plc 20 Buckingham Street London WC2N 6EF 26 March 2015 Dear Sirs

Haversham Holdings plc (the ‘‘Company’’) We report on the pro forma financial information (the ‘‘Pro Forma Financial Information’’) set out in Section A of this Part XV of the Company’s prospectus dated 26 March 2015 (the ‘‘Prospectus’’) which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the acquisition of the BCA Osprey I Limited and its subsidiaries (together the ‘‘BCA Group’’), the acquisition of Pennine Metals B Limited and its subsidiaries (together ‘‘WBAC’’) the Refinancing of the BCA Group debt and the Placing might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial information for the year ended 31 December 2014. This report is required by item 7 of Annex II to the PD Regulation and is given for the purpose of complying with that PD Regulation and for no other purpose.

Responsibilities It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex II of the PD regulation. It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation, as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 2075 835 000, F: +44 (0) 2072 124 652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

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Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company. Our work has not been carried out in accordance with auditing standards or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion In our opinion: a) the Pro Forma Financial Information has been properly compiled on the basis stated; and b) such basis is consistent with the accounting policies of the Company.

Declaration For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of the Prospectus and we declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: FK79101A.;33 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]FL79101A.;57 mrll_0614.fmt Free: 200D*/420D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 18075

PART XVI TAXATION Overview The taxation summary below is prepared on the basis that the Company is and remains resident in the UK for UK tax purposes. The comments in this Part XVI: ‘‘Taxation’’ are of a general nature and are not intended to be exhaustive. Any shareholders or prospective shareholders who are in any doubt about their own tax position should consult their own professional advisers.

UK Taxation The following is a summary of certain UK tax considerations relating to an investment in the Company’s Ordinary Shares. The following statements do not constitute tax advice and are intended only as a general guide to current UK tax law and current published practice of the UK HM Revenue & Customs (HMRC) department, both of which are subject to change at any time, possibly with retrospective effect. The statements refer to certain limited aspects of the UK tax treatment of Shareholders that are resident (and in the case of individuals, domiciled) in the UK for UK tax purposes and (except to the extent stated otherwise) apply only to persons who: • Are the absolute owner (i.e. the legal and beneficial owner) of the Ordinary Shares (and the shares are not held through a New Individual Savings Account or a Self Invested Personal Pension); • Hold their Ordinary Shares as investments and not as securities to be realised in the course of a trade; • Have not (and are not deemed to have) acquired their Shares by virtue of an office or employment (whether current, historic or prospective) and are not officers or employees of any member of the Group; These statements may not apply to certain classes of investors who are subject to different tax rules. Such persons may include (but are not limited to): dealers in securities, insurance companies, collective investment schemes and Shareholders who are exempt from UK taxation. Shareholders or prospective shareholders who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers immediately.

Taxation of Dividends The Company will not be required to withhold amounts on account of United Kingdom tax at source when paying a dividend. A United Kingdom resident individual shareholder who receives a dividend from the Company will be entitled to a tax credit which may be set off against the shareholder’s total income tax liability. The tax credit will be equal to 10% (2014/15) of the aggregate of the dividend and the tax credit (the ‘‘gross dividend’’), which is also equal to one-ninth (2014/15) of the cash dividend received. Such an individual shareholder who is liable to income tax at the basic rate will be subject to tax on the dividend at the rate of 10% of the gross dividend, so that the tax credit will satisfy in full such shareholder’s liability to income tax on the dividend. In the case of such an individual shareholder who is liable to income tax at the higher rate, the tax credit will be set against but not fully match the shareholder’s tax liability on the gross dividend and such shareholder will have to account for additional income tax equal to 22.5% (2014/15) of the gross dividend (which is also equal to 25% of the cash dividend received) to the extent that the gross dividend when treated as the top slice of the shareholder’s income falls above the threshold for higher rate income tax but below the additional rate threshold. In the case of such an individual shareholder who is subject to income tax at the additional rate, the tax credit will also be set against but not fully match the shareholder’s liability on the gross dividend and such shareholder will have to account for additional income tax equal to 27.5% (2014/15) of the gross dividend (which is also equal to approximately 30.6% of the cash dividend received) to the extent that the gross dividend when treated as the top slice of the shareholder’s income falls above the threshold for additional rate income tax.

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A United Kingdom resident individual shareholder who is not liable to income tax in respect of the gross dividend will not be entitled to claim repayment of the tax credit attaching to dividends paid by the Company. Shareholders who are within the charge to corporation tax will be subject to corporation tax on dividends paid by the Company, unless (subject to special rules for such shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. Each shareholder’s position will depend on its own individual circumstances, although it would normally be expected that the dividends paid by the Company would fall within an exempt class. Such shareholders will not be able to claim repayment of tax credits attaching to dividends. In general, the right of non-UK-resident shareholders to reclaim tax credits attaching to dividend payments by the Company which constitute income will depend upon the existence and the terms of an applicable double tax treaty between their jurisdiction of residence and the UK. In most cases, the amount that can be claimed by non-UK-resident shareholders will be nil as a result of the terms of the relevant treaty. A shareholder resident outside the United Kingdom may also be subject to foreign taxation on dividend income under local law. Shareholders who are not resident for tax purposes in the United Kingdom should obtain their own tax advice concerning tax liabilities on dividends received from the Company.

Taxation of Capital Gains For a UK resident individual shareholder within the charge to capital gains tax, a disposal of Ordinary Shares may give rise to a chargeable gain or allowable loss for the purposes of capital gains tax. The rate of capital gains tax is 18 per cent. for individuals who are subject to income tax at the basis rate and 28 per cent. to the extent that an individual shareholder’s chargeable gains, when aggregated with his or her income chargeable to income tax, exceeds the basic rate band for income tax purposes. An individual shareholder is entitled to realise an exempt amount of gains (currently £11,000 for tax year 2014/15, and £11,100 for tax year 2015/16) each tax year without being liable to tax. For a UK resident corporate shareholder within the charge to corporation tax, a disposal of Ordinary Shares may give rise to a chargeable gain or allowable loss for the purposes of UK corporation tax. Corporation tax is charged on chargeable gains at the rate applicable to that company, subject to any available exemption or relief. Indexation allowance may reduce the amount of chargeable gain (but may not give rise to or increase an allowable loss) that is subject to corporation tax. An individual Shareholder who acquires Ordinary Shares whilst UK resident, ceases to be resident for tax purposes in the UK for a period of less than five complete years and disposes of all or part of his Ordinary Shares during the period in which he is non-UK resident may be liable to capital gains tax on his resumption of UK residence where that Shareholder was UK resident for at least four of the seven tax years immediately preceding the year of departure from the UK (subject to any available exemptions or reliefs). These ‘temporary non-residence rules’ changed for departures from the UK after 5 April 2013. Individuals who left the UK prior to that date will be subject to the old rules if they cease to resident in the UK for a period of less than five complete tax years (6 April in a calendar year to 5 April in the following calendar year).

Inheritance Tax The Ordinary Shares will be assets situated in the United Kingdom for the purposes of United Kingdom inheritance tax. A gift of such assets by, or the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to United Kingdom inheritance tax, even if the holder is neither domiciled in the United Kingdom nor deemed to be domiciled there (under certain rules relating to long residence or previous domicile). Generally, United Kingdom inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to death of the individual holder. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of settlements who hold Ordinary Shares bringing them within the charge to inheritance tax. Shareholders should consult an appropriate professional adviser if they make a gift of any kind to, or intend to hold any Ordinary Shares through such a company or trust arrangement. They should also seek professional advice in a situation where there is potential for a double charge to United Kingdom inheritance tax and an equivalent tax in another country or if they are in any doubt about their United Kingdom inheritance tax position.

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: FL79101A.;57 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]FL79101A.;57 mrll_0614.fmt Free: 200D*/240D Foot: 0D/ 0D VJ RSeq: 3 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 7112

Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’) The statements in this section are intended as a general guide to the current United Kingdom stamp duty and SDRT position. Investors should note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

General Except in relation to depositary receipt systems and clearance services (to which the special rules outlined below apply), no stamp duty or SDRT should arise on the issue of Ordinary Shares. Written transfers of Ordinary Shares will generally be subject to stamp duty at the rate of 0.5% of the consideration given for the transfer (rounded up to the next £5). An exemption from stamp duty is available on an instrument transferring Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is certificated on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. The purchaser normally pays the stamp duty. An agreement to transfer Ordinary Shares will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer. SDRT is, in general, payable by the purchaser. However, if a duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT already paid is generally repayable, normally with interest, and any SDRT charge yet to be paid is cancelled.

CREST Paperless transfers of Ordinary Shares within the CREST system are generally liable to SDRT, rather than stamp duty, at the rate of 0.5% of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of Ordinary Shares into CREST will not generally be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration.

Depositary Receipt Systems and Clearance Services Special rules apply where Ordinary Shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts within Section 67 or Section 93 of the Finance Act 1986 or a person providing a clearance service within Section 70 or Section 96 of the Finance Act 1986, under which SDRT or stamp duty may be charged at a rate of 1.5 per cent. Following litigation HM Revenue & Customs has confirmed that they will no longer seek to apply the 1.5 per cent. SDRT charge on an issue of shares into a clearance service or depositary receipt arrangement on the basis that the charge is not compatible with EU law. HMRC’s view is that the 1.5 per cent. SDRT or stamp duty charge will continue to apply to transfers of shares into a clearance service or depositary receipt arrangement unless they are an integral part of an issue of share capital. This view is currently being challenged in further litigation. Accordingly, specific professional advice should be sought before incurring a 1.5 per cent. stamp duty or stamp duty reserve tax charge in any circumstances. Where Ordinary Shares are transferred (a) to, or to a nominee or an agent for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT may be payable at the higher rate of 1.5% of the amount or value of the consideration given or, in certain circumstances, the value of the Ordinary Shares. There is an exception from the 1.5% charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer will arise on any transfer of Ordinary Shares into such an account and on subsequent agreements to transfer such shares within such account. Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service, which does arise will strictly be accountable by the

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clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt system.

The Proposed Financial Transactions Tax (‘‘FTT’’) On 14 February 2013, the European Commission published a proposal (the ‘‘Commission’s Proposal’’) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the ‘‘participating Member States’’). The Commission’s Proposal has very broad scope and could apply to certain dealings in the Ordinary Shares (including secondary market transactions) in certain circumstances. Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Ordinary Shares where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, ‘‘established’’ in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. Notwithstanding the Commission’s Proposal, a joint statement issued in May 2014 by the participating Member States (other than Slovenia) indicated an intention to implement the FTT progressively, such that it would initially apply to transactions involving shares and certain derivatives, with this initial implementation occurring by 1 January 2016. However, detailed rules have not yet been made available. The FTT proposal remains subject to negotiation between the participating Member States and the timing remains unclear. Additional EU Member States may decide to participate. Prospective holders of Shareholders are advised to seek their own professional advice in relation to the FTT.

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: FL79101A.;57 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]FL79101A.;57 mrll_0614.fmt Free: 3620DM/0D Foot: 0D/ 0D VJ RSeq: 5 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 41739

PART XVII PROFIT ESTIMATE ON THE BCA GROUP Section A: Profit estimate statement Profit estimate The BCA Group’s Adjusted EBITDA for the 12 months ending 31 December 2014 is expected to be not less than £80 million after adjusting operating profit to exclude depreciation and amortisation of approximately £11 million and significant and non-recurring items of approximately £47 million, principally comprising onerous lease provisions of approximately £20 million and aborted IPO costs, including management incentives, of approximately £13 million.

Basis of preparation The Profit Estimate has been based upon the audited financial information for the six months to 30 June 2014 and the unaudited management accounts of the BCA Group for the six months ending 31 December 2014. The Profit Estimate has been prepared using the accounting policies adopted by the BCA Group as set out in Section B of Part XIV: ‘‘Historical Financial Information’’, which is consistent with the accounting policies of Haversham Holdings plc, as set out in Section F of Part XIV: ‘‘Historical Financial Information’’. Since the Profit Estimate has not been audited, the actual results reported may be affected by revisions required due to changes in circumstances, the impact of unforeseen events and different judgements made by the Directors at the time of reporting the audited results for the financial year ended 31 December 2014. Adjusted EBITDA is calculated by adjusting operating profit for the year to exclude depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investor, losses incurred in the first year of setting up new businesses and impairment charges on property, plant and equipment, intangibles and goodwill.

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Section B: Accountant’s report on the profit estimate statement

19FEB201512552216

STRICTLY PRIVATE AND CONFIDENTIAL The Directors Haversham Holdings plc 20 Buckingham Street London WC2N 6EF 26 March 2015 Dear Sirs

BCA Osprey I Limited and its subsidiaries (together the ‘‘BCA Group’’) We report on the profit estimate statement for the BCA Group for the year ended 31 December 2014 made by Haversham Holdings plc (the ‘‘Company’’) and its subsidiaries (together the ‘‘Group’’) (the ‘‘Profit Estimate’’). The Profit Estimate and the basis on which it is prepared set out on page 233 of the prospectus issued by the Company dated 26 March 2015 (the ‘‘Prospectus’’). This report is required by item 13.2 of Annex I to the PD Regulation and is given for the purpose of complying with that Regulation and for no other purpose.

Responsibilities It is the responsibility of the directors of the Company (the ‘‘Directors’’) to prepare the Profit Estimate in accordance with the requirements of items 13.1 and 13.3 of Annex I to the PD Regulation. In preparing the Profit Estimate the Directors are responsible for correcting errors that they have identified which may have arisen in unaudited financial results and unaudited management accounts used as the basis of preparation for the Profit Estimate. It is our responsibility to form an opinion as required by item 13.2 of Annex I to the PD Regulation as to the proper compilation of the Profit Estimate and to report that opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

Basis of Preparation of the Profit Estimate The Profit Estimate has been prepared on the basis stated on page 233 of the Prospectus and is based on the audited financial information for the six months ended 31 June 2014 and the unaudited management accounts for the six months ended 31 December 2014. The Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Group.

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 2075 835 000, F: +44 (0) 2072 124 652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: FL79101A.;57 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]FL79101A.;57 mrll_0614.fmt Free: 3080DM/0D Foot: 0D/ 0D VJ RSeq: 7 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 30900

Basis of Opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information for the 12 months to 31 December 2014 included in the Profit Estimate has been prepared and considering whether the Profit Estimate has been accurately computed using that information and whether the basis of accounting used is consistent with the accounting policies of the Group. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Estimate has been properly compiled on the basis stated. However the Profit Estimate has not been audited. The actual results reported, therefore, may be affected by revisions required to accounting estimates due to changes in circumstances, the impact of unforeseen events and the correction of errors in the management accounts. Consequently we can express no opinion as to whether the actual results achieved will correspond to those shown in the Profit Estimate and the difference may be material.

Opinion In our opinion, the Profit Estimate has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Group.

Declaration For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: FL79101A.;57 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]FM79101A.;48 mrll_0614.fmt Free: 200DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 41987

PART XVIII THE PLACING Summary of the Placing Pursuant to the Placing, the Company intends to issue 685,670,000 New Ordinary Shares, raising proceeds of approximately £1,005.5 million, net of commissions and other estimated fees, expenses and applicable taxes of approximately £23.0 million. The Placing Shares will represent approximately 2,738% of the existing issued share capital as at the date of this Prospectus and approximately 87.9% of the enlarged issued ordinary share capital of the Company immediately following Admission. The Company also proposes to issue 69,535,522 Consideration Shares in connection with the Acquisition. The Consideration Shares will represent approximately 277% of the existing issued share capital as at the date of this Prospectus and approximately 8.9% of the enlarged issued share capital of the Company immediately following Admission. The Placing Shares are being subscribed by certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S. The Placing Price per Placing Share is 150 pence. The Placing, which is not underwritten, is subject to satisfaction of the conditions set out in the Placing Agreement, including Admission occurring and becoming effective by no later than 8.00 a.m. (London time) on 2 April 2015 or such later time and/or date as, the Company and Cenkos may agree, not being later than 17 April 2015 and to the Placing Agreement not having been terminated in accordance with its terms. When admitted to trading, the Ordinary Shares will be registered with ISIN number GB003P051D85 and SEDOL number 3P05ID8. Admission is expected to take place and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 2 April 2015. Immediately following Admission, it is expected that approximately 35.2% of the Company’s issued ordinary share capital will be held in public hands. The Shareholders immediately prior to the Placing will be diluted by 3,015% as a result of the Placing.

Book-Building and Allocation The Placing Price has been determined by the Company in consultation with Cenkos. Cenkos solicited from prospective investors indications of interest in acquiring Placing Shares. Prospective investors have been required to specify the number of Placing Shares that they would be prepared to acquire at the Placing Price. Subject to the Company and Cenkos determining allocations, there was no minimum or maximum number of Placing Shares which could be applied for. The rights attaching to the Placing Shares (being Ordinary Shares) will be uniform in all respects with all other Ordinary Shares and will form a single class for all purposes with the other Ordinary Shares. All Placing Shares will be issued, payable in full, at the Placing Price. The Placing has not been underwritten.

Dealing and Admission The Placing, the Acquision and Admission are subject to the satisfaction of certain conditions contained in the Placing Agreement, which are typical for an agreement of this nature. Certain conditions are related to events which are outside the control of the Company, the Directors, its Target and Cenkos. Further details of the Placing Agreement are described in Part XIX: ‘‘Additional Information’’. Application has been made to the FCA for the Ordinary Shares to be admitted to the standard listing segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on 2 April 2015. Settlement of dealings from that date will be on a three day rolling basis. These dates and times may be changed without further notice. Admission is conditional on the completion of the Placing and will not take place if the Placing does not complete. The Placing will complete on Admission. Each investor will be required to undertake to pay the Placing Price for the Placing Shares subscribed by such investor in such manner as shall be directed by Cenkos.

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It is expected that Placing Shares allocated to investors pursuant to its Placing will be delivered in uncertificated form and settlement will take place through CREST on Admission. No temporary documents of title will be issued.

CREST The Articles of Association permit the holding of Ordinary Shares under the CREST system. CREST is a paperless settlement system in the UK enabling securities to be evidenced otherwise than by a certificate and to be transferred otherwise than by a written instrument. The Ordinary Shares are in registered form. The Company has applied for the Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system, if any Shareholder so wishes. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so. An investor applying for Ordinary Shares in the Placing may, however, elect to receive Ordinary Shares in uncertificated form if that investor is a system-member (as defined in the Uncertificated Securities Regulations) in relation to CREST.

Placing Arrangements Cenkos and Zeus has entered into commitments under the Placing Agreement pursuant to which they have agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing Agreement contains provisions entitling Cenkos to terminate the Placing (and the arrangements associated with it), at any time prior to Admission in certain circumstances. If this right is exercised, the Placing and these arrangements will lapse and any monies received in respect of the Placing Shares will be returned to applicants without interest. The Placing Agreement provides for Cenkos to be paid commission in respect of the Placing Shares issued. Any commissions received may be retained, and any Placing Shares acquired by them may be retained or dealt in, by them, for their own benefit. Further details of the terms of the Placing Agreement are set out in Part XVIII: ‘‘Additional Information— Placing Arrangement’’. Certain selling and transfer restrictions are set out below in ‘‘—Selling and Transfer Restrictions’’.

Lock-Up Arrangements Pursuant to the Placing Agreement the Company has agreed that, subject to certain exceptions, during the period of 180 calendar days from the date of Admission, they will not, without the prior written consent of Cenkos, issue, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce any offer of any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing, subject to certain customary exceptions. The Sellers who receive Consideration Shares will enter into a Lock-in Deed in respect of such Consideration Shares with Cenkos and the Company pursuant to which they agree not to without the prior written consent of Cenkos and the Company dispose of directly or indirectly any legal or beneficial interest in any Ordinary Shares for a period of (in the case of CD&R) 3 months and in the case of the other Sellers for a period of 12 months from Admission except in certain limited circumstances. The Sellers (other than CD&R) have undertaken for a further period of 6 months, any disposal of Ordinary Shares are to be conducted through Cenkos in accordance with its requirement for an orderly market.

Selling and Transfer Restrictions The distribution of this Prospectus and the offer of Placing Shares in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken in any jurisdiction that would permit a public offering of the Placing Shares, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Placing Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Placing Shares may be distributed or published in or from any country or

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jurisdiction, except in circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions on the distribution of this Prospectus and the offer of Placing Shares contained in this Prospectus. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer to subscribe for any of the Placing Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

European Economic Area In relation to each Member State of the EU which has implemented the Prospectus Directive (each a ‘‘Relevant Member State’’), an offer to the public of any Placing Shares may not be made in that Relevant Member State, except that the Placing Shares may be offered to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to any legal entity which is a qualified investor as defined under the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than Qualified Investors), subject to obtaining the prior consent of Cenkos for any such offer; or (c) in any other circumstances, falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Placing Shares shall result in a requirement for the publication by the Company or any other person of a prospectus pursuant to Article 3 of the Prospectus Directive and each person who initially acquires Placing Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with Cenkos and the Company that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression ‘‘an offer to the public of any Placing Shares’’, in relation to any Placing Shares in any Relevant Member State, means the communication in any form and by any means of sufficient information on the terms of the Placing so as to enable an investor to decide to subscribe for the Placing Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU. In the case of any Placing Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each financial intermediary will also be deemed to have represented, warranted and agreed that the Placing Shares acquired by it pursuant to the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public, other than their offer or resale in a Relevant Member State to Qualified Investors or in circumstances in which the prior consent of Cenkos has been obtained to each such proposed offer or resale. The Company, Cenkos and their affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor, and who has notified Cenkos of such fact in writing, may, with the consent of Cenkos, be permitted to subscribe for Placing Shares.

United States The Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold within the United States. Accordingly, the Placing Shares may only be offered and sold outside the United States in offshore transactions in reliance on Regulation S.

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Regulation S Transfer Restrictions Each subscriber of Placing Shares outside the United States in accordance with Regulation S will be deemed to have represented, agreed and acknowledged that it has received a copy of this Prospectus and such other information as it deems necessary to make an investment decision and that: (i) it is authorised to subscribe for Placing Shares in compliance with all applicable laws and regulations; (ii) it acknowledges (or, if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that such customer acknowledges) that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States; (iii) it and the person, if any, for whose account or benefit the subscriber is acquiring the Placing Shares is acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S; and (iv) the Company, Cenkos and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements, and it agrees that if any of such acknowledgements, representations or agreements deemed to have been made by virtue of its acquisition of Placing Shares is no longer accurate, it will promptly notify the Company, and if it is acquiring any Placing Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

United Kingdom This Prospectus and any other material in relation to the Placing Shares described herein is only being distributed to, and is only directed at, persons in the UK that are Qualified Investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Order’’); or (ii) high net worth entities or other persons falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as ‘‘relevant persons’’). The Placing Shares are only available to, and any invitation, offer or agreement to subscribe or otherwise acquire such Placing Shares will be engaged in only with, relevant persons. This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the UK. Any person in the UK that is not a relevant person should not act or rely on this Prospectus or its contents.

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PART XIX ADDITIONAL INFORMATION 1 Responsibility The Company, Directors and the Proposed Director whose names and principal functions are set out in Part X: ‘‘Directors, Senior Managers and Corporate Governance’’, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, Directors and the Proposed Director (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 The Company 2.1 The Company was incorporated and registered in England and Wales on 30 April 2014 under the Act as a private company limited by shares, with registered number 09019615. It was then re-registered as a public company limited by shares and named Haversham Holdings plc on 11 July 2014. On passing the Resolution, the Company’s name will be changed to BCA Marketplace plc. 2.2 The principal legislation under which the Company operates is the Act and the regulations made thereunder. The liability of the members of the Company is limited. 2.3 The Company’s registered office is at 20 Buckingham Street, London, WC2N 6EF and the Company’s telephone number is +44(0)20 7389 6873. The accounting reference date of the Company is 31 December. 2.4 The principal activity of the Group is the purchase and remarketing of vehicles and the offering of related value-added services.

3 Reorganisation 3.1 It is intended that the following steps will take place in the order set out below, each step being effective shortly after and conditional upon Admission: (a) the share capital and preferred equity certificates in Target will be contributed to H.I.J.; (b) the preferred equity certificates in Target are contributed into its capital and subsequently cancelled; (c) Target assigns its loan receivable from BCA Osprey II Limited to BCA Osprey I Limited, in exchange for the issue of shares by BCA Osprey I Limited; (d) BCA Osprey II Limited issues ordinary shares to BCA Osprey I Limited in settlement of its loan obligations; (e) BCA Osprey I Limited issues ordinary shares to Target in settlement of its loan obligation; (f) BCA Remarketing Group Limited issues bonus shares for no consideration to BCA Osprey II Limited equivalent to its realised and unrealised profit and loss reserves; (g) BCA Holdings Limited issues ordinary shares to BCA Osprey IV Limited in settlement of its loan obligations; (h) BCA Osprey I Limited, BCA Osprey II Limited, BCA Remarketing Group Limited, BCA Osprey IV Limited and BCA Holdings Limited undertake capital reductions; and (i) Target transfers the share capital of BCA Osprey I Limited to H.I.J. with the consideration left outstanding as an intercompany debt. Immediately following the above steps, it is intended that the BCA Group operating companies, which are currently subsidiaries of Target, will be transferred from Target to H.I.J. such that H.I.J. becomes the direct parent of these companies (following which Target will be liquidated) and the Company will undertake the Capital Reduction.

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4 Share Capital 4.1 On incorporation the issued share capital of the Company consisted of 1 ordinary share with a nominal value of £1.00. A further 49,999 ordinary shares of £1.00 each were then allotted immediately prior to the re-registration of the Company as a public limited company. 4.2 On 23 October 2014, by or pursuant to resolutions of the Company passed on that date it was resolved: 4.2.1 THAT, in substitution for all existing and unexercised authorities and powers, the directors of the Company be generally and unconditionally authorised for the purpose of section 551 of the Act to exercise all or any of the powers of the Company to: (a) allot 4 ordinary shares of £1.00 each in the capital of the Company; and (b) subject to the passing of resolutions 4.2.2, 4.2.3 and 4.2.4 below, in respect of the Placing, allot ordinary shares of £0.01 each of the Company or to grant rights to subscribe for, or to convert any security into, ordinary shares of the Company up to an aggregate nominal value of £325,000 to such persons at such times and generally on such terms and conditions as the directors may determine (subject always to the articles of association of the Company), PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting or on the date which is 6 months after the next accounting reference date of the Company (if earlier) save that the directors of the Company may, before the expiry of such period, make an offer or agreement which would or might require relevant securities or equity securities (as the case may be) to be allotted after the expiry of such period and the directors of the Company may allot relevant securities or equity securities (as the case may be) in pursuance of such offer or agreement as if the authority conferred hereby had not expired. 4.2.2 THAT, in substitution for all existing and unexercised authorities and powers, the directors of the Company be empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) pursuant to the authority referred to paragraph 4.2.1 above as if section 561 of the Act did not apply to any such allotment provided that this authority and power shall be limited to: (a) the allotment of equity securities in connection with a rights issue or similar offer in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in any, territory; (b) the allotment of 4 ordinary shares of £1.00 each; (c) subject to the passing of resolutions 4.2.3 and 4.2.4 below, the allotment (otherwise than pursuant to 4.2.1 and 4.2.2 above) of equity securities up to an aggregate nominal amount of £250,000 in respect of the placing of new Ordinary Shares; and (d) the allotment (otherwise than pursuant to sub-paragraphs 4.2.2(a) to 4.2.2(c) above) of equity securities up to an aggregate nominal amount of £25,041.67, representing approximately 10 per cent. of the enlarged share capital. and shall expire at the conclusion of the next annual general meeting or on the date which is 6 months after the next accounting reference date of the Company (if earlier) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

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4.2.3 THAT, following the allotment of 4 ordinary shares of £1.00 each in the Company, the 50,004 ordinary shares of £1.00 each in the issued share capital of the Company be sub-divided into 41,670 ordinary shares of £1.20 each which (save as to nominal value), shall have the same rights and be subject to the same restrictions as the existing ordinary shares in the capital of the Company as set out in the Company’s articles of association for the time being. 4.2.4 THAT, following the passing of resolution 4.2.3 above, the 41,670 ordinary shares of £1.20 each be sub-divided into: (a) 41,670 ordinary shares of £0.01 each which (save as to nominal value), shall have the same rights and be subject to the same restrictions as the existing ordinary shares in the capital of the Company as set out in the Company’s articles of association for the time being; and (b) 41,670 deferred shares of £1.19 each and such deferred shares shall not have any rights attached to them save in the event of a liquidation in which case the holders of such shares are entitled pari passu to any surplus dividends. 4.3 On 23 October 2014 the Company allotted 4 ordinary shares of £1.00 each to MIM LLP (the ‘‘Allotment’’). Immediately following the Allotment, the following steps took place: 4.3.1 the entire issued share capital of the Company, being 50,004 ordinary shares of £1.00 each, was subdivided into 41,670 ordinary shares of £1.20 each (‘‘First Subdivision’’); and 4.3.2 immediately following the First Subdivision the entire issued share capital of the Company was further subdivided and reclassified into 41,670 ordinary shares of £0.01 each and 41,670 deferred shares of £1.19 each. 4.4 On 10 November 2014 41,670 deferred shares of £1.19 each in the Company were gifted to the Company and were cancelled pursuant to section 662 of the Act. 4.5 On 10 November 2014, the Company issued 25,000,000 Ordinary Shares in connection with the Company’s admission to trading on AIM. 4.6 The Placing will result in the issue of 685,670,000 new Ordinary Shares on Admission. The Company’s share capital is, at the date of this Prospectus, and is expected to be, immediately following Admission:

At the date of this Prospectus Following Admission Amount £ Number Amount £ Number Issued and fully paid ...... 250,416.70 25,041,670 7,802,471.92 780,247,192 4.7 The Company does not have in issue any securities not representing share capital and there are no outstanding convertible securities, exchangeable securities or securities with warrants issued or proposed to be issued by the Company. 4.8 The provisions of section 561 of the Act (which confers shareholders rights of pre-emption in respect of the allotment of equity securities which are or are to be, paid up in cash other than by way of allotment to employees under an employees’ share scheme as defined in section 1166 of the Act) will apply to unissued shares in the capital of the Company to the extent not disapplied as described in paragraph 4.9 below. 4.9 At the General Meeting, the Resolution will be proposed as a special resolution to resolve that: 4.9.1 the terms of the Acquisition be approved and the directors of the Company be authorised to implement the Acquisition; 4.9.2 the directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the ‘‘Act’’) to allot Ordinary Shares up to an aggregate nominal amount of £7,555,000 in connection with the issue of the Consideration Shares and the Placing Shares; 4.9.3 the directors be empowered, pursuant to section 571 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority

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conferred by paragraph 4.9.2 of this resolution as if section 561(1) of the Act did not apply to the allotment of the Placing Shares, provided that this authority shall expire on 30 June 2015 or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired; 4.9.4 in addition to the authority granted in paragraph 4.9.3 above, the directors be generally and unconditionally authorised in accordance with section 551 of the Act to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £780,247 in relation to awards granted under the Discretionary Plans or the SIP or conversion or exchange of redeemable A Ordinary Shares of £0.01 each in the capital of H.I.J. into Ordinary Shares provided that this authority shall expire on 2 April 2020 but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired; 4.9.5 the name of the Company be changed to ‘‘BCA Marketplace plc’’; 4.9.6 the admission of the Ordinary Shares to trading on AIM be cancelled (‘‘Delisting’’) and that the Directors be are hereby authorised to take all steps necessary in order to effect the Delisting; 4.9.7 in addition to the authority granted in paragraph 4.9.2 above and in substitution for the authority granted at the general meeting of the Company held on 23 October 2014, the directors be generally and unconditionally authorised in accordance with section 551 of the Act to allot: (a) shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,600,842; and in addition; and (b) equity securities of the Company (within the meaning of section 560 of the Act) in connection with an offer of such securities by way of a rights issue up to an aggregate nominal amount of £2,600,842, provided that this authority shall expire on 30 June 2015 or, if earlier, at the conclusion of the next annual general meeting of the Company but, in each case, so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired. ‘‘Rights issue’’ means an offer to: (i) holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them; and (ii) holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

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4.9.8 in addition to the authority granted in paragraph 4.9.3 above and in substitution of the authority granted at the general meeting held on 23 October 2014, the directors be empowered, pursuant to section 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by paragraph 4.9.7 above as if section 561(1) did not apply to such allotment: (a) in connection with an offer of such securities by way of a rights issue (as defined in paragraph 4.9.7 above); and (b) (otherwise than pursuant to paragraph 4.9.7 (a) of this resolution), up to an aggregate nominal amount of £390,124, provided that this authority shall expire on 30 June 2015 or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired; 4.9.9 in accordance with section 701 of the Act, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms as the directors think fit, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 727 of the Act, including for the purpose of its employee share schemes, provided that: (a) the maximum number of Ordinary Shares hereby authorised to be purchased is 117,037,000; (b) the maximum price which may be paid for each Ordinary Share shall not be more than the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business day immediately preceding the day on which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade and the highest independent bid on the London Stock Exchange at the time the purchase is carried out and the minimum price which may be paid for an Ordinary Share shall not be less than one penny (the maximum and minimum prices being exclusive of expenses); and (c) the authority hereby conferred shall, unless previously revoked or varied, expire at the conclusion of the next annual general meeting of the Company (except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or party after such expiry); and 4.9.10 the Company’s share premium account be cancelled.

5 Articles of Association 5.1 The Articles which were adopted pursuant to a special resolution of the Company passed on 10 July 2014 contain provisions, inter alia, in respect of the Ordinary Shares, general meetings of the Company and the Directors to the following effect: 5.1.1 Voting Rights Subject to any rights or restrictions attached to the shares (including as a result of unpaid calls) and/or as mentioned below, on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative and is entitled to have a vote shall upon a show of hands have one vote and on a poll every member who is present in person or by proxy and entitled to vote shall have one vote for every share of which he is the holder. Where, in respect of any shares, any registered holder or any other person appearing to be interested in such shares fails to comply with any notice given by the Company under section 793 of the Act, in the reasonable time period specified in the notice, the shares in question may be disenfranchised.

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5.1.2 General Meetings An annual general meeting shall be held once a year, within a period of not more than six months of the Company’s accounting reference date. Subject to a member’s right to requisition a general meeting pursuant to section 303 of the Act, general meetings of the Company are convened at the discretion of the Board, and with the exception of the annual general meeting, all such general meetings of the Company shall be called general meetings. An annual general meeting shall be called by at least 21 clear days’ notice in writing. All general meetings shall be called by at least 14 clear days’ notice to the Company regardless of the type of resolution being passed (under section 307(1) of the Act). A notice must be served on a member in accordance with the provisions of the Act, that is, in hard copy form, or where the member has consented or is deemed to have consented under the Act, in electronic form or via a website. If the notice contains an electronic address for the Company, a member may send any document or information relating to the relevant general meeting to that electronic address. Notice shall be given to all members and the directors and the auditors. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, day and hour of the meeting. A notice calling an annual general meeting shall specify the meeting as such and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such. Every notice must include a reasonably prominent statement that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him and that a proxy need not be a member of the Company. A general meeting may be called by shorter notice being less than 14 days with the consent of members who (i) are a majority in number and (ii) hold 95% in nominal value of the voting shares of the company. 5.1.3 Changes in capital The Company may by ordinary resolution consolidate and divide its shares, or any of them, into shares of a larger amount. The Company may by ordinary resolution divide all or any of its share capital into shares of a larger amount or sub-divide all or any of its shares into shares of a smaller amount. The Company may, from time to time, by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any manner authorised, and with and subject to any incident prescribed or allowed by the Act and the rights attached to existing shares. Subject to and in accordance with the provisions of the Act, the Company may purchase its own shares (including redeemable shares). 5.1.4 Variation of Rights Subject to the Act and every other statute for the time being in force concerning companies and affecting the Company (the ‘‘Statutes’’), if at any time the capital of the Company is divided into different classes of shares, all or any of the rights and privileges attached to any class of share may be varied or abrogated either: (a) in such a manner (if any) as may be provided by the rights attaching to such class; or (b) in the absence of any such provision, with the consent in writing of the holders of at least 75 per cent. of the nominal amount of the issued shares of the relevant class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the relevant class. At any such separate meeting the holders present in person or by proxy of one third of the issued shares of the class in question shall be a quorum. The creation or issue of shares ranking pari passu with or subsequent to the shares of any class shall not (unless otherwise expressly provided by the Articles or the rights attached to such last-mentioned shares as a class) be deemed to be a variation of the rights of such

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shares. A reduction of the capital paid up on any shares of any class will not be deemed to constitute a variation or abrogation of the rights attached to those shares. A purchase or redemption by the Company of any of its own shares in accordance with the provisions of the Statutes and of the Articles of Association shall not be deemed to be a variation of the rights attaching to any shares. 5.1.5 Transfer of Shares The Ordinary Shares may be held in certificated or uncertificated form. Shares in uncertificated form may be transferred otherwise than by written instrument in accordance with the Statutes and relevant subordinate legislation. Transfers of shares in certificated form may be effected by an instrument in writing in any usual or common form or in any other form acceptable to the Directors. Any instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the Company’s register of members. The directors may, in their absolute discretion (but subject to any rules or regulations of the London Stock Exchange or any rules published by the FCA applicable to the Company from time to time) and without assigning any reason therefore, refuse to register the transfer of a share which is in respect of a share which is not fully paid, or which is in favour of more than four joint transferees or which is in respect of more than one class of shares or which has not been presented for registration duly stamped accompanied by the share certificates for the shares to which the transfer relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. 5.1.6 Dividends and other distributions Subject to the provisions of the Statutes and the Articles of Association, the Company may by ordinary resolution declare dividends to be paid to the members in accordance with their respective rights and interests in the profits, but not exceeding the amount recommended by the Directors. No dividends or moneys payable by the Company in respect of a share shall bear interest as against the Company unless otherwise provided by the rights attached to the share. The Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. The Directors may, by ordinary resolution of the Company, direct that dividends be paid otherwise than in cash, for example in the form of shares or debentures. All unclaimed dividends or other sums payable on or in respect of a share may, after one year of being declared, be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. Any dividend which is unclaimed for a period of 12 years from the date on which the dividend became due for payment shall be forfeited and cease to remain owing by the Company. 5.1.7 Borrowing powers The Directors may exercise all the powers of the Company to borrow money, to indemnify and guarantee, to mortgage or charge all or any part of its undertaking, property and assets both present and future (including uncalled capital) and, subject to the Act, to issue debentures, loan stock or any other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or any third party. 5.1.8 Constitution of board of Directors The minimum number of Directors shall not be less than two and there shall be no maximum number of Directors.

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5.1.9 Retirement of Directors by rotation At every annual general meeting of the Company each Director shall retire from office save that the board of Directors in office at the date of adoption of the Articles of Association shall retire from office at the second annual general meeting held by the Company. 5.1.10 Remuneration of Directors Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. A fee payable to a Director pursuant to this article is distinct from any salary, remuneration or other amount payable to him pursuant to other provisions of the Articles and accrues from day to day. Each Director may also be paid all reasonable travelling, hotel and other expenses properly incurred by him in respect of or about the performance of his duties as a Director including any expenses incurred in connection with his attendance at meetings of the directors of the Company or otherwise in the discharge of his duties as a Director. If by arrangement with the Board any Director performs special duties or services outside his ordinary duties as a Director (and not as an executive or employee) he may be paid such reasonable additional remuneration as the Board may determine. The salary or remuneration of any Director who holds an employment or executive office may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or in lieu of any fee payable to him for his services as a director. 5.1.11 Permitted interests of Directors Subject to the provisions of the Act and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may be (i) interested in any transaction or arrangement with the Company or in which the Company is otherwise interested; (ii) act by himself through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director; (iii) become a director or other officer of, or be employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise interested; and (iv) hold any office or place of profit with the Company (except as auditor) in conjunction with his office as a director for such period and upon such terms, including as to remuneration, as the Board may decide. A director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit. 5.1.12 Restrictions on voting by Directors A Director shall not vote or be counted in the quorum on any resolution concerning his own appointment as the holder of any office or place of profit with the Company or any company in which the Company is interested. A Director shall not be entitled to vote or be counted in the quorum on any resolution which may give rise to a conflict of interest but is entitled to vote and be counted in the quorum in respect of any resolution concerning any of the following matters: (a) the giving of any security, guarantee or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;

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(b) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he has assumed responsibility in whole or in part either alone or jointly with others, under a guarantee or indemnity or by the giving of security; (c) any proposal or contract concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which placing he is or is to be interested as a holder of securities or as a participant in the undertaking or sub-underwriting thereof; (d) any arrangement for the benefit of employees of the Company or any of its subsidiaries which only gives him benefits which are generally given to employees to whom the arrangement relates. (e) any arrangement concerning any other company in which he is interested, directly or indirectly and where as an officer or member or otherwise howsoever provided that he (together with any person connected (within the meaning of section 252 of the Act) with him) knows he is not the holder of or interested in shares representing 1% or more of any class of the equity share capital or voting rights; (f) a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates; and (g) any contract for insurance against any liability of any directors or any group of people which include directors which the Company can buy or renew. The Board may, in accordance with the Articles of Association authorise any matter or situation which if not so authorised would involve a Director breaching his duty under the Act to avoid conflicts of interest. 5.1.13 Redeemable shares Subject to the Act and to any rights attaching to existing shares, any share may be issued which can be redeemed or can be liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in the Articles of Association. 5.1.14 Conversion of shares The Company may from time to time, by ordinary resolution and subject to the Act, convert all or any of its fully paid shares into stock of the same class and denomination and may from time to time in like manner convert such stock into fully paid up shares of the same class and denomination. 5.1.15 Rights to share in any surplus in the event of liquidation In the event of liquidation of the Company the holders of the shares are entitled pari passu to any surplus dividends. A liquidator may, with the sanction of an extraordinary resolution, divide the assets among the members in specie. 5.2 Sell-out Rules, Squeeze-out Rules and Takeover Bids 5.2.1 Mandatory bid The City Code applies to the Company. Under the City Code, if an acquisition of Ordinary Shares and/or interests therein were to increase the aggregate holding of the acquirer and its concert parties to shares carrying 30% or more of the voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer for the Ordinary Shares at a price not less than the highest price paid for the Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of Ordinary Shares and/or interest therein by a person holding (together with its concert parties) shares carrying

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between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person’s percentage of the total voting rights of the Company. 5.2.2 Squeeze-out Under the Act, if an offeror were to acquire 90% of the Ordinary Shares to which an offer relates, within four months of making its offer it could then compulsorily acquire the remaining 10 per cent. It would do so by sending a notice to outstanding Shareholders telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in favour of the offeror and pay the consideration to the Company, which would hold the consideration in trust for outstanding Shareholders. The consideration offered to the Shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration that was available under the takeover offer unless the Shareholders can show that the offer value is unfair. 5.2.3 Sell-out The Act also gives minority Shareholders a right to be bought out in certain circumstances by an offeror who had made a takeover offer. If a takeover offer related to all the Ordinary Shares and at any time before the end of the period within which the offer could be accepted, the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares, any holder of shares to which the offer relates who has not accepted the offer can by a written communication to the offeror require it to acquire those shares. The offeror would be required to give any Shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority Shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a Shareholder exercises its rights, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed. 5.2.4 There have been no public takeover bids by third parties in respect of the Company’s equity since incorporation.

6 Directors and Senior Management of the Company (a) The Directors and members of Senior Management, their functions within the Group and brief biographies are set out in Part X: ‘‘Directors, Senior Management and Corporate Governance’’. The business address of each of the Directors and of each member of Management is the Company’s Head Office address at 20 Buckingham Street, London WC2N 6EF.

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(b) The table below sets out the interests of the Directors and Senior Management in the share capital of the Company (all of which, unless otherwise stated, are beneficial and include the interests of persons connected with them) and immediately following Admission:

Immediately prior to Immediately following Admission Admission Number of Percentage of Number of Percentage of Ordinary issued share Ordinary issued share Name of Director Shares capital Shares capital Avril Palmer-Baunack ...... Nil Nil 666,667 0.09 James Corsellis ...... Nil Nil Nil Nil Spencer Lock ...... Nil Nil 4,361,974 0.56 Mark Brangstrup Watts ...... Nil Nil Nil Nil

Name of Senior Manager Tim Lampert ...... Nil Nil Nil Nil Richard Boult ...... Nil Nil Nil Nil Noel McKee ...... Nil Nil 10,989,946 1.41 D’Vidis Jacobs ...... Nil Nil 4,004,556 0.51 Jean-Roch Piat ...... Nil Nil 1,160,940 0.15 Matthias Quadflieg ...... Nil Nil 1,312,408 0.17 Duncan Gray ...... Nil Nil 1,744,493 0.22 Robert Hazlewood ...... Nil Nil Nil Nil (c) The interests of the Directors and Senior Management together represent 0.0% of the issued share capital of the Company immediately prior to Admission and are expected to represent approximately 3.11% of the issued share capital of the Company immediately following Admission. (d) Save as set out in this section and in Part XIV: ‘‘Historical Financial Information’’, none of the Directors has any interests in the share or loan capital of the Company or any of its subsidiaries. (e) As of 24 March 2015 (being the latest practicable date prior to the date of this Prospectus), other than the following loans: D’Vidis Jacobs £40,804; Spencer Lock £57,368; Richard Boult £36,500 and Duncan Gray £35,000, there were no outstanding loans granted by any member of the Group to any Director or Senior Manager, nor by any Director or Senior Manager to any member of the Group, nor was any guarantee which had been provided by any member of the Group for the benefit of any Director or Senior Manager, or by any Director or Senior Manager for the benefit of any member of the Group, outstanding. (f) The companies and partnerships of which the Directors and Senior Management are, or have been within the past five years, members of the administrative, management or supervisory bodies or partners (excluding the Company and its subsidiaries and also excluding the subsidiaries of the companies listed below) are as follows:

Name Current Past Avril Palmer-Baunack Redde plc Acumen Distribution Services Holdings Limited Molins Public Limited Company Acument Distribution Service Limited Quartix Holdings Limited Alexon Group plc Ansa Logistics Limited Ascio Limited Autobintelligent Limited Autocar & Transporters Limited Autocar Logistics Limited Autolink Limited Autologic Central Staff Limited Autologic Holdings Limited Autologic Investments Limited Autologic Services Limited Autorisk Management Limited Autoteq Limited

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Name Current Past Autotrax Limited Axial Holdings Limited Axial Logistics Limited Axial Technical Services Limited Axial UK Limited Banister Land Limited Bike Bitz Limited Bride Parks (Luton) Limited Car Transport Processing U.K. Limited Cars Cars Cars Limited Copart UK Limited Corkdean Limited Cornville Limited Copart Ltd Enable Cars Limited Enable Vans Limited First Fleet Limited Helphire Group plc Paragon Vehicle Services Limited Salvage Direct Limited Select Online Services Limited Sensible Automotive Limited SOS Group Limited Stobart Automotive Limited Trans Auto Movements Limited Universal ATF Network Limited Universal Auctions Limited Universal Automotive Solutions Limited Universal Car Auctions Limited Universal Environmental Services Limited Universal Logistics Limited Universal Salvage Limited Universal Salvage Auctions Ltd Universal Salvage Employees’ Trustees Limited Universal Salvage (UK) Limited Universal Salvage Services Limited Universal Select Limited Universal Vehicle Auctions Limited Universal Vehicle Rental Limited Universal Vehicle Services Limited USalvage Limited Walon Automotive Services Limited Walon Limited Spencer Lock ...... Oxdrove Associates Limited Inchcape Motors New Zealand British Car Auctions Limited Limited AutoNexus Pty Limited AutoNexus Services Pty Limited Inchcape Australia Limited Inchcape Automotive Australia Pty Limited Inchcape Automotive Retail Pty Limited Inchcape Distributors Australia Pty

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Name Current Past Limited Inchcape Nominees Australia Pty Limited Keystar Motors Pty Limited Maranello Concessionaires (Australia) Pty Limited Notron No. 338 Pty Limited Suburu (Aust) Pty Limited Inmktoz Pty Limited James Corsellis ...... Entertainment One Limited Breedon Aggregates Limited Marwyn Asset Management Entertainment One UK Holdings Limited Limited Marwyn Capital Growth GP Fulcrum Utility Services Limited Limited Fulcrum Utility Investments Limited Marwyn Capital LLP icollector plc Marwyn General Partner LLP icollector.com Limited Gloo Networks plc Interactive Collector Limited Gloo Networks Jersey Limited Luxup Holdings Limited Marwyn Investment Luxup UK Business Limited Management LLP Luxup UK LLP Marwyn Investment Luxup UK Member Limited Partners LLP Marwyn (Catalina) LLP Marwyn Management Metropolitan European Transport Partners LP plc, now known as Metropolitan Marwyn Operating Partners LLP European Transport Limited Marwyn 10 Buckingham Marwyn General Partner II Limited Street LLP Marwyn Management General Marwyn 11 Buckingham Partner Limited Street LLP Marwyn Opportunities 1 Limited Marwyn Value Investors Marwyn Management Partners II LP (Unlisted Feeder) Limited Marwyn Management Investors LP Orpheus Capital Limited Marwyn Trust Marwyn Capital Growth LP Marwyn Value Investors Limited The Marwyn Trust Orpheus Capital Partners LLP Marwyn Management Romana Capital LLP Partners PLC Marwyn Management Partners Subsidiary Limited Silvercloud Management Holdings PLC Marwyn Long Term Incentive LP Mark Brangstrup Watts Marwyn 10 Buckingham Advanced Computer Software Street LLP Group plc Marwyn 11 Buckingham Business Systems Group Street LLP Holdings plc Marwyn Capital LLP Diana Award (Trustee) Marwyn Capital Growth LP Entertainment One Limited Marwyn Capital Growth GP Fulcrum Connections Limited Limited Fulcrum Gas Services Limited Marwyn General Partner LLP Fulcrum Group Holdings Limited Marwyn Investment Fulcrum Pipelines Limited Management LLP Fulcrum Utility Services Limited Marwyn Investment Fulcrum Utility Investments Limited Partners LLP Fulcrum Infrastructure Services Marwyn Management Limited Partners LP Luxup UK Business Limited

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Name Current Past Marwyn Operating Partners LLP Luxup UK LLP The Marwyn Trust Luxup UK Member Limited Orpheus Capital Limited Marwyn (Catalina) LLP Marwyn Management Marwyn Asset Management SPC Partners PLC Marwyn Management General Marwyn Management Partners Partner Limited Subsidiary Limited Marwyn Trust Silvercloud Management Melorio plc, now known as Pearson Holdings PLC in Practice Holdings Limited Silvercloud Investments Limited MET Deutschland GmbH Le Chameau Holdings Limited Metropolitan European Transport Marwyn Asset Management plc, now known as Metropolitan Limited European Transport Limited Marwyn Long Term Incentive LP Orpheus Capital Partners LLP Gloo Networks plc Paragon Entertainment Limited Gloo Networks Jersey Limited Paragon Entertainment Investments Zegona Communications plc Limited Zegona Jersey Limited Praesepe plc Praesepe (Jersey) Limited Romana Capital LLP Silverdell plc Senior Management Timothy Giles Lampert Acumen Distribution Services Acumen Distribution Services Limited Holdings Limited Autobintelligent Limited Ansa Logistics Limited Autocar & Transporters Limited Ansa Logistics Pension Plan Trustees Autologic Central Staff Limited Limited Autologic Services Limited Autocar Logistics Limited Autoriskmanagement Limited Autolink Limited Axial Holdings Limited Autologic Holdings Limited Axial Logistics Limited Autologic Investments Limited Axial UK Limited Autoteq Limited Banister Land Limited Autotrax Limited Bride Parks (Luton) Limited Axial Technical Services Limited Cars Cars Cars Limited Paragon Vehicle Services Limited Car Transport Processing U.K. Sensible Automotive Limited Limited Stobart Automotive Limited Corkdean Limited Waldon Limited Enable Cars Limited Enable Vans Limited First Fleet Limited Trans Auto Movements Limited Walon Automotive Services Limited William Bancroft & Sons of Halifax Limited Richard Boult ...... British Car Auctions Limited Comet Group Limited Comet Financial Services Limited Comet Limited Comet Radiovision Services Limited I.T. Works Limited Soundtwice Limited Starsense Limited Noel McKee ...... FND Properties Limited CC Automotive Group Limited Foodbright Limited All In One Finance Limited We Sell Any Car Limited UK Car Group Limited

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Name Current Past Carland.com Limited CC Motorstores Limited We Buy Any Car Limited Nationwide Automobile Cover BCA I Osprey Limited Limited Expert Remarketing Limited All-in-one Leasing Limited Pass Financial Services Limited The New Car Supermarket Limited Servicing Stop Limited 3722nd Single Member Shelf Trading Rapid Car Finance Limited Company Limited Pennine Trading Limited Carcraft of Rochdale Limited Pennine Car Finance Limited CC Trade Limited Pennine Property Investments Ucan Car Credit Limited Limited Carcraft Direct Limited Pennine Metals B Limited Carcraft Limited Pennine Metals D Limited Carcraft Two Limited Pennine Metals E Limited CC Group Financial Services Pennine Property Limited Investments LLP Switch Car Limited Pennine Property 3668th Single Member Shelf Trading Investments B LLP Company Limited PPI (Entwistle) LLP All In One Limited PPI (WBAC) LLP Pennine Metals A Limited PPI (Newport) LLP Pennine Metals C Limited FND Partnership D’Vidis Jacobs ...... BCA Remarketing Solutions Limited British Car Auctions Limited Jean-Roch Piat ...... BCAuto Encheres` S.A. BC Remarketing S.A. BCA Autoveiling—Encheres` Autos S.A. BCA Italia S.R.L. Matthias Quadflieg . . . Klenk & Hoursch AG Madvertise GmbH BCA Holdings Germany GmbH Aquin A.G. BCA Automotiv 1000 Jobborsen¨ GmbH Verwaltungs GmbH Adcanion Group Limited BCA Autoauktionen GmbH BCA Auctions GmbH Fleet Control Monitor GmbH Duncan Gray ...... Invicta Film Partnership LLP British Car Auctions Limited

In addition, Mark Brangstrup Watts and James Corsellis are the ultimate beneficial holders of 100% of the economic and voting interests in Axio Capital Solutions Limited (secretary of the Company and H.I.J.). (a) Save as set out above, none of the Directors, Senior Management or the Company secretary has any business interests, or performs any activities, outside the Group which are significant with respect to the Group. (b) The Company and the Directors are not aware of any arrangements the operation of which may at a subsequent date result in a change in control of the Company. (c) Save as set out below at the date of this Prospectus, none of the Directors or Senior Management has at any time within the last five years: (i) had any convictions in relation to fraudulent offences; (ii) been declared bankrupt or been the subject of any individual voluntary arrangement; (iii) been associated with any bankruptcy, receivership or liquidation in his or her capacity as director or senior manager;

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(iv) been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies); (v) been disqualified by a court from acting as a director; (vi) been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of any company; (vii) been a partner or senior manager in a partnership which, while he or she was a partner or within 12 months of his or her ceasing to be a partner, was put into compulsory liquidation or administration or which entered into any partnership voluntary arrangement; (viii)owned any assets which have been subject to a receivership or been a partner in a partnership subject to a receivership where he or she was a partner at that time or within the 12 months preceding such event; or (ix) been a director or senior manager of a company which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation or administration or which entered into any company voluntary arrangement or any composition or arrangement with its creditors generally or any class of creditors, at any time during which he or she was a director or senior manager of that company or within 12 months of his or her ceasing to be an a director or senior manager.

James Corsellis James Corsellis was appointed as a director of Luxup UK Member Limited, a member of Luxup UK LLP, on 13 June 2012. On 18 March 2013, the company was put into voluntary creditors liquidation and subsequently dissolved on 14 January 2014. James Corsellis resigned as a member of Luxup UK LLP on 13 June 2012. On 18 March 2013 Luxup UK LLP was put into voluntary creditors liquidation and subsequently dissolved on 4 June 2014. Luxup UK LLP was an e-commerce start-up company in the luxury goods sector.

Mark Brangstrup Watts Mark Brangstrup Watts was appointed as a director of Luxup UK Member Limited, a member of Luxup UK LLP, on 13 June 2012. On 18 March 2013, the company was put into creditors’ voluntary liquidation and subsequently dissolved on 14 January 2014. Mark Brangstrup Watts resigned as a member of Luxup UK LLP on 13 June 2012. On 18 march 2013 Luxup UK LLP was put into voluntary Creditors’ liquidation and subsequently dissolved on 4 June 2014. Luxup UK LLP was an e-commerce start-up company in the luxury goods sector. Mark Brangstrup Watts was appointed a director of Silverdell plc on 24 March 2006 and resigned on 10 December 2013. Silverdell plc entered administration on 28 January 2014.

Noel McKee In January 2012, UK Car Group Limited (‘‘UCGL’’) was fined £91,000 by the Financial Services Authority (‘‘FSA’’) (now the FCA) and issued with a Final Notice by the FSA in relation to the behaviour of UCGL’s authorised representative, CC Automotive Limited, when selling financial products to consumers in connection with the purchase of vehicles. Noel McKee was a director and controlling shareholder of UCGL at the time the sanctions were imposed. On 16 March 2011, Noel McKee provided undertakings to the Office of Fair Trading (now known as the Competition and Markets Authority) (the ‘‘OFT’’) in relation to the behaviours of WBAC in connection with the provision of online valuations by WBAC to consumers in course of the online car buying business carried out by WBAC. Noel McKee was a director and controlling shareholder of WBAC at the time these undertakings were provided. Noel McKee is still bound by these undertakings. In September 2011, Noel McKee provided undertakings to the OFT in relation to the behaviours of CC Automotive Group Ltd and related companies (‘‘CC Automotive’’) in connection with the sales practices of CC Automotive during the course of the car hypermarkets business carried out by CC Automotive. Noel

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McKee was a director and controlling shareholder of CC Automotive at the time these undertakings were provided. Noel McKee is still bound by these undertakings. Noel McKee was appointed as a director of 3668 Single Member Shelf Trading Limited on 4 June 2010. On 9 June 2010, the company was put into members’ voluntary liquidation and subsequently dissolved on 23 June 2011. This company was a special purpose vehicle through which the demerger of We Buy Any Car (and others) from the Car Group was undertaken pursuant to a section 110 Insolvency Act 1986 approved scheme of reconstruction.

7 Directors’ Service Agreements, Letters of Appointment, Remuneration and Other Matters Directors The Company has entered into the following agreements with the Directors: A service agreement dated 23 October 2014 as amended on 26 March 2015 (to take effect on Admission) between the Company and Avril Palmer-Baunack whereby Avril has agreed to serve the Company as executive chairman. Avril receives a fixed annual salary of £485,000 payable in equal monthly instalments in arrears. Avril’s salary is reviewed annually with a minimum increase equal to the increase to the Retail Price Index over the relevant period (but the salary shall not be reduced). The service agreement contains a bonus arrangement which is dependant on the completion of the Acquisition. Once this condition is satisfied Avril shall be entitled to an amount equal to 0.5 percent of the enterprise value of the transaction, as calculated by the Board (or the Remuneration Committee, if one has been established) in its sole and absolute discretion. Following Admission Avril will be entitled to a bonus of up to 100 percent of her annual salary which will be based on annual targets set by the Board (or Remuneration Committee, if one has been established). The Company shall pay premiums to a private medical insurance scheme (in respect of Avril and any dependant children) with the level of benefits to be determined by the Board (or Remuneration Committee, if one has been established) in its absolute discretion. James Corsellis has entered into an appointment letter dated 26 March 2015, conditional on Admission, to replace his existing service agreement, which will terminate on Admission. Under the terms of his new appointment letter, James will be a Non-Executive Director of the Company. The appointment letter is subject to termination by either party on not less than three months’ notice, such notice not to expire before the first anniversary of Admission. James is entitled to an annual fee of £50,000. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of the Company’s benefit arrangements. Mark Bangstrup Watts has entered into an appointment letter dated 26 March 2015, conditional on Admission, to replace his existing service agreement, which will terminate on Admission. Under the terms of his new appointment letter, Mark will be a Non-Executive Director of the Company. The appointment letter is subject to termination by either party on not less than three months’ notice, such notice not to expire before the first anniversary of Admission. Mark is entitled to an annual fee of £50,000. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of the Company’s benefit arrangements. Further to a service agreement dated 27 September 2012, Spencer Lock agreed to serve the BCA Group as UK managing director. Further to this agreement, Spencer’s salary is £250,000 payable in equal monthly instalments in arrears. Either party may terminate the agreement on twelve months’ notice. The Company operates a retirement benefit scheme and the Company’s contribution on behalf of Spencer is 10% of annual salary. Spencer is also entitled to participate in a private medical insurance scheme (in respect of him and his family), and a life assurance scheme providing cover for Spencer, subject to the Company’s right to alter any scheme. Spencer has entered into an appointment letter dated 26 March 2015 with the Company which provides that, conditional on Admission, Spencer will be appointed to the board of the Company as UK group managing director.

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Deeds of indemnity The Company has entered into a customary deed of indemnity (the terms of which are in accordance with the Companies Act 2006) with each Director. Pursuant to each deed of indemnity, the Company has undertaken to indemnify the Director in certain circumstances and such indemnity will remain effective during the period in which the Director is an officer, employee, trustee or agent of the Group and, thereafter, during the period in which the Company is covered by any directors’ and officers’ insurance in relation to any act or omission of the Director while he or she is an officer, employee, trustee or agent of the Group.

8 Incentives Introduction The Incentive Arrangements reward the Group’s management and employees for the creation of value for Shareholders. Each of the Incentive Arrangements has its own terms which have been designed to provide an appropriate incentive for the recipient of the award. In aggregate the value of awards under current and future Incentive Arrangements will not, in any 10 year period, exceed the Incentive Scheme Cap. The ‘‘Incentive Scheme Cap’’ shall be 10 per cent. of the excess of the Market Value of the Company over and above the aggregate price paid by Shareholders for its share capital.

Incentive Arrangements H.I.J. Executive Founder Shares An incentive scheme has been created to reward the Executive Founders for the creation of value for Shareholders, once all investors have received a preferential level of return. In order to make these arrangements most efficient, they were based around a subscription for shares in H.I.J. by the Executive Founders as summarised below. The Executive Founders subscribed for H.I.J. Executive Founder Shares in H.I.J. Subject to a number of provisions detailed below, if the growth condition (as described below) and at least one of the vesting conditions (as described below) have been met, the holders of H.I.J. Executive Founder Shares can give notice to redeem their H.I.J. Executive Founder Shares (in cash or Ordinary Shares at the option of the Company) for an aggregate value equivalent to a proportion of the Incentive Scheme Cap. This proportion shall be a maximum of the remainder of the Incentive Scheme Cap once allowance has been made for the value accrued on all other outstanding awards under the Incentive Arrangements.

Growth condition The growth condition is the ‘‘compound annual growth rate’’ (as defined in the H.I.J. Articles) of the invested capital in the Company being equal to or greater than 10 per cent. per annum. The growth condition takes into account the date and price at which shares in the Company have been issued, the date and price of any subsequent share issues and the date and amount of any dividends paid or capital returned by the Company to its shareholders.

Vesting condition The H.I.J. Executive Founder Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of H.I.J. Executive Founder Shares to exercise his or her redemption rights and which ends on the fifth anniversary of admission of the Company to trading on AIM on 10 November 2014 (‘‘AIM Admission’’). The vesting conditions are as follows: (i) a sale of all or a material part of the business of the Company; (ii) a sale of all of the issued ordinary shares of the Company occurring; (iii) a winding up of the Company occurring; (iv) a sale or change of control of the Company; or (v) it is later than the third anniversary of AIM Admission.

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The Executive Founders have agreed that if they cease to be involved with the Company in the first three years following AIM Admission then in certain circumstances a proportion of their H.I.J. Executive Founder Shares may be forfeited.

Compulsory Redemption If the growth condition is not satisfied on or before the fifth anniversary of AIM Admission or such later date as the Company and holders of 66 per cent. of all the H.I.J. Executive Founder Shares agree, the H.I.J. Executive Founder Shares must be sold to the Company or, at its election, redeemed, in both cases at a price per H.I.J. Executive Founder Share equal to the subscription price.

The LTIP The LTIP will be adopted by the Board following Admission.

Status The LTIP is a discretionary executive share plan. Under the LTIP, the Board may, within certain limits and subject to any applicable performance conditions, grant to eligible employees (i) options over Ordinary Shares (‘‘LTIP Options’’) and/or (ii) conditional awards (i.e. a conditional right to acquire Ordinary Shares) (‘‘LTIP Conditional Awards’’) and/or (iii) Ordinary Shares which are subject to restrictions and the risk of forfeiture (‘‘LTIP Restricted Shares’’). The Company has also established a sub-plan to the LTIP which permits the grant of options (‘‘LTIP CSOP Options’’, and together with LTIP Options, LTIP Conditional Awards and LTIP Restricted Shares, ‘‘LTIP Awards’’) over Ordinary Shares meeting the requirements of a company share option plan (‘‘CSOP’’) for the purposes of the Income Tax (Earnings and Pensions) Act 2003. The provisions of the LTIP apply to CSOP LTIP Options subject to and insofar as permitted by the applicable requirements of the CSOP legislation. No payment is required for the grant of an LTIP Award.

Eligibility All employees of the Group except the current Executive Directors are eligible for selection to participate in the LTIP at the discretion of the Board. Any individual who becomes an executive director of the Company following Admission will also be eligible for selection to participate in the LTIP at the discretion of the Board.

Grant of LTIP Awards The Board may grant LTIP Awards over Ordinary Shares to eligible employees with a maximum total market value in any financial year of up to 150% of the relevant individual’s annual base salary (or up to 200% of the relevant individual’s annual base salary in circumstances the Board considers to be exceptional). It is anticipated that the first grant of LTIP Awards shall be made at or shortly after Admission. The sub-plan to the LTIP permits the grant of LTIP CSOP Options over Ordinary Shares with a total market value of up to the permitted limit from time to time applying to options granted under a CSOP (currently £30,000 per eligible employee). For the first grant of LTIP Awards, which it is anticipated will take place after Admission, the Board reserves the right to calculate market value by reference to the Placing Price. Where an employee is granted an LTIP Option, he may also be granted an LTIP CSOP Option over further Ordinary Shares up to the permitted limit applicable to options granted under a CSOP (see above). The exercise price payable for each Ordinary Share subject to an LTIP CSOP Option shall be determined by the Board and shall not be less than the market value of an Ordinary Share determined in accordance with the requirements of the applicable CSOP legislation. The exercise price payable for each Ordinary Share subject to an LTIP Option shall be determined by the Board, and may be nil. The number of Ordinary Shares under the LTIP Option which may be exercised will be reduced by such number of Ordinary Shares as has a market value (as at the date of exercise of the LTIP CSOP Option) equal to the gain made on the exercise of the LTIP CSOP Option. Overall the economic gain from the LTIP Option before tax is the same as if the LTIP CSOP Option was not in place. LTIP Awards may be granted during the 42 days beginning on: (i) Admission; (ii) the day after the announcement of the Company’s results for any period; (iii) any day on which the Board determines that circumstances are sufficiently exceptional to justify the making of the LTIP Award at that time; or (iv) the

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day after the lifting of any dealing restrictions which prevented the granting of LTIP Awards. However, no LTIP Awards may be granted more than ten years from the date when the LTIP was adopted.

Holding period At its discretion, the Board may grant LTIP Awards subject to a holding period of a maximum of two years following vesting.

Performance and other conditions The Board may impose performance conditions on the vesting of LTIP Awards. Where performance conditions are specified for LTIP Awards, the underlying measurement period for such conditions will ordinarily be three years. The proposed performance conditions for the first grant of LTIP Awards will be based on earnings per share growth and comparative total shareholder return, measured over three financial years. Any performance conditions applying to LTIP Awards may be varied, substituted or waived if the Board considers it appropriate, provided the Board considers that the new performance conditions are reasonable and are not materially less difficult to satisfy than the original conditions (except in the case of waiver). The Board may also impose other conditions on the vesting of LTIP Awards.

Malus The Board may decide, at any time prior to the vesting of LTIP Awards, that the number of Ordinary Shares subject to an LTIP Award shall be reduced (including to nil) on such basis that the Board in its discretion considers to be fair and reasonable where the Board determines: • there has been a material misstatement of the audited accounts of the Group or any Group company, • that the assessment of any performance condition in respect of an LTIP Award was based on error, or inaccurate or misleading information, • that any information used to determine the number of Ordinary Shares subject to an LTIP Award was based on error, or inaccurate or misleading information, • that there has been action or conduct of a participant which amounts to fraud or gross misconduct, or • that events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group company provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him.

Vesting and exercise LTIP Awards will normally vest, and LTIP Options and LTIP CSOP Options will normally become exercisable, on the third anniversary of the date of grant of the LTIP Award to the extent that any applicable performance conditions have been satisfied and to the extent permitted following any operation of malus or clawback. LTIP Options and LTIP CSOP Options will normally remain exercisable for a period determined by the Board at grant, which shall not exceed 10 years from grant.

Clawback The Board may apply clawback to all or part of a participant’s LTIP Award in the same circumstances as apply to malus (see above) during the period of three years (or such other period not exceeding three years as the Board may determine) following vesting of the LTIP Award. Clawback may be effected, among other means, by requiring the transfer of Ordinary Shares, payment of cash or reduction of other awards or bonuses.

Cessation of employment Except in certain circumstances, set out below, an LTIP Award will lapse immediately upon a participant ceasing to be employed by or holding office with the Group.

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If a participant so ceases because of his ill-health, injury, disability, redundancy, retirement with the agreement of his employer, the participant being employed by a company which ceases to be a Group company or being employed in an undertaking which is transferred to a person who is not a Group company or in other circumstances at the discretion of the Board (each an ‘‘LTIP Good Leaver Reason’’), his LTIP Award will ordinarily vest on the date when it would have vested if he had not so ceased to be a Group employee or director, subject to the satisfaction of any applicable performance conditions measured over the original performance period and the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro-rated to reflect the reduced period of time between grant and the participant’s cessation of employment as a proportion of the normal vesting period. The Board can alternatively decide that the LTIP Award of a participant who has ceased to be a Group employee or director for an LTIP Good Leaver Reason will vest early when he leaves. If a participant dies, a proportion of his LTIP Award will vest on the date of his death. The extent to which an LTIP Award will vest in these situations will be determined by the Board at its absolute discretion taking into account the period of time the LTIP Award has been held and the extent to which any applicable performance conditions have been satisfied at the date of cessation of employment and the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro rated to reflect the reduced period of time between grant and the participant’s cessation of employment as a proportion of the normal vesting period. To the extent that LTIP Options and LTIP CSOP Options vest for an LTIP Good Leaver Reason, they may be exercised for a period of six months following vesting (or such longer period as the Board determines) and will otherwise lapse at the end of that period. To the extent that LTIP Options vest following death of a participant, they may be exercised for a period of 12 months following death and will otherwise lapse at the end of that period.

Corporate events In the event of a takeover, reconstruction, amalgamation or winding-up of the Company, the LTIP Awards will vest early. The proportion of the LTIP Awards which vest shall be determined by the Board taking into account the period of time the LTIP Award has been held by the participant and the extent to which any applicable performance conditions have been satisfied at that time. To the extent that LTIP Options and LTIP CSOP Options vest in the event of a takeover, winding-up or reconstruction or amalgamation of the Company, they may be exercised for a period of six months measured from the relevant event (or in the case of takeover such longer period as the Board determines) and will otherwise lapse at the end of that period. In the event of a demerger, distribution or any other corporate event, the Board may determine that LTIP Awards shall vest. The proportion of the LTIP Awards which vest shall be determined by the Board taking into account the period of time the LTIP Award has been held by the participant and the extent to which any applicable performance conditions have been satisfied at that time. LTIP Options and LTIP CSOP Options that vest in these circumstances may be exercised during such period as the Board determines and will otherwise lapse at the end of that period. If there is a corporate event resulting in a new person or company acquiring control of the Company, the Board may (with the consent of the acquiring company) alternatively decide that LTIP Awards will not vest or lapse but will be replaced by equivalent new awards over shares in the new acquiring company.

The DBP The DBP will be adopted by the Board following Admission.

Status The DBP is a discretionary executive share plan which operates in conjunction with the Company’s executive bonus plan. Under the DBP, the Board may, within certain limits, grant to eligible employees (i) options over Ordinary Shares (‘‘DBP Options’’) and/or (ii) conditional awards (i.e. a conditional right to acquire Ordinary Shares) (‘‘DBP Conditional Awards’’) and/or (iii) Ordinary Shares which are subject to restrictions and the risk of forfeiture (‘‘DBP Restricted Shares’’ and, together with DBP Options and DBP Conditional Awards, ‘‘DBP Awards’’). No payment is required for the grant of a DBP Award. The exercise price payable for each Ordinary Share subject to an DBP Option shall be determined by the Board, and may be nil.

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Eligibility All employees (including Executive Directors) of the Group are eligible for selection to participate in the DBP at the discretion of the Board.

Bonus opportunity Participants selected to participate in the DBP for a financial year of the Company will be eligible to receive an annual bonus subject to the satisfying performance conditions and targets set for that financial year. The Board may determine that a proportion of a participant’s annual bonus will be deferred into a DBP Award. The maximum bonus (including any part of the bonus deferred into a DBP Award) deliverable under the DBP will be 150% a participant’s annual base salary. The Board will determine the bonus to be delivered following the end of the relevant financial year. Except in certain circumstances, a DBP participant who ceases to be employed by or hold office with the Group before the bonus determination is made will cease to be eligible to receive a bonus. However, if a participant so ceases because of his ill-health, injury, disability, redundancy, retirement with the agreement of his employer, the participant being employed by a company which ceases to be a Group company or being employed in an undertaking which is transferred to a person who is not a Group company or in other circumstances at the discretion of the Board (each a ‘‘DBP Good Leaver Reason’’), he will remain eligible for a bonus. Unless the Board decides otherwise, the performance conditions and targets will be considered and the bonus will be deliverable in the same way and at the same time as if the individual had not ceased to be employed or hold office with the Group, although the value of the bonus will be pro rated to reflect the reduced period of time between the start of the financial year and the participant’s cessation of employment as a proportion of that financial year. In addition, in the event that a corporate event occurs as described below, a participant will be eligible to receive a bonus as soon as practicable after the relevant event, the amount of which shall be determined by the Board taking into account the performance conditions and targets. The value of the bonus will be pro rated to reflect the reduced period of time between the start of the financial year and the relevant corporate event as a proportion of the relevant financial year unless the Board otherwise decides. Malus and clawback provisions apply to a bonus awarded under the DBP as described below.

Grant of DBP Awards The maximum limit on the market value (measured over the last 30 days of the financial year to which the bonus relates) of Ordinary Shares granted to any employee under a DBP Award is 50% of the total annual bonus for that individual. DBP Awards may be granted during the 42 days beginning on: (i) Admission; (ii) the day after the announcement of the Company’s results for any period; (iii) any day on which the Board determines that circumstances are sufficiently exceptional to justify the making of the DBP Award at that time; or (iv) the day after the lifting of any dealing restrictions which prevented the granting of DBP Awards. However, no DBP Awards may be granted more than ten years from the date when the DBP was adopted.

Holding period At its discretion, the Board may grant DBP Awards subject to a holding period of a maximum of up to two years following vesting.

Malus The Board may decide (a) at the time of payment of a cash bonus or at any time before to reduce the amount of the bonus (including to nil) and/or (b) at the vesting of a DBP Award or at any time before to reduce the number of Ordinary Shares subject to the DBP Award (including to nil), on such basis that the Board in its discretion considers to be fair and reasonable where the Board determines: • there has been a material misstatement of the audited accounts of the Group or any Group company, • that the assessment of any performance condition in respect of a DBP Award was based on error, or inaccurate or misleading information, • that any information used to determine the number of Ordinary Shares subject to a DBP Award was based on error, or inaccurate or misleading information,

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• that there has been action or conduct of a participant which amounts to fraud or gross misconduct, or • that events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group company provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him.

Vesting and exercise DBP Awards will normally vest on the third anniversary of the date of grant of the DBP Award to the extent permitted under any operation of malus or clawback. DBP Options will normally remain exercisable for a period determined by the Board at grant which shall not exceed 10 years from the date of grant.

Clawback The Board may apply clawback to all or part of a participant’s cash bonus and/or DBP Award in the same circumstances as apply to malus (as described above) during the period of three years (or such other period not exceeding three years as the Board may determine) following the date on which the Board determined the bonus to which the grant of the DBP Award related (or in the case of a participant who has ceased to be employed by or hold office with the Group, during the longer of the vesting period relating to his last DBP Award and two years from the date of such cessation). Clawback may be effected, among other means, by requiring the transfer of Ordinary Shares, payment of cash or reduction of other awards or bonuses.

Cessation of employment Except in certain circumstances, set out below, a DBP Award will lapse immediately upon a participant ceasing to be employed by or holding office with the Group. However, if a participant so ceases because of a DBP Good Leaver Reason, his DBP Award will ordinarily vest on the date when it would have vested if he had not so ceased to be a Group employee or director, subject to the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro-rated to reflect the reduced period of time between grant and the participant’s cessation of employment as a proportion of the normal vesting period. The Board can alternatively decide that the DBP Award of a participant who has ceased to be a Group employee or director for a DBP Good Leaver Reason will vest early when he leaves. If an employee dies, a proportion of his DBP Award will vest on the normal vesting date or if the Board so decides the date of his death. The extent to which a DBP Award will vest in these situations will be determined by the Board at its absolute discretion taking into account the period of time the DBP Award has been held and the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro rated to reflect the reduced period of time between grant and the participant’s cessation of employment as a proportion of the normal vesting period. To the extent that DBP Options vest for a DBP Good Leaver Reason, they may be exercised for a period of six months following vesting (or such longer period as the Board determines) and will otherwise lapse at the end of that period. To the extent that DBP Options vest following the death of a participant, they may be exercised for a period of 12 months following vesting and will otherwise lapse at the end of that period.

Corporate events In the event of a takeover, reconstruction, amalgamation or winding-up of the Company, the DBP Awards will vest early and in full. DBP Options vesting in the event of a takeover, winding-up or reconstruction or amalgamation of the Company may be exercised for a period of six months measured from the relevant event (or in the case of takeover such longer period as the Board determines) and will otherwise lapse at the end of that period. In the event of a demerger, distribution or any other corporate event, the Board may determine that DBP Awards shall vest in full. DBP Options that vest in these circumstances may be exercised during such period as the Board determines and will otherwise lapse at the end of that period.

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If there is a corporate event resulting in a new person or company acquiring control of the Company, the Board may (with the consent of the acquiring company) alternatively decide that DBP Awards will not vest or lapse but will be replaced by equivalent new awards over shares in the new acquiring company.

Provisions applying to each of the Discretionary Plans Awards not transferable Awards granted under the Discretionary Plans are not transferable other than to the participant’s personal representatives in the event of his death provided that awards and Ordinary Shares may be held by the trustees of an employee as nominee for the participants.

Limits The Discretionary Plans may operate over new issue Ordinary Shares, treasury Ordinary Shares or Ordinary Shares purchased in the market. The rules of each of the Discretionary Plans provide that, in any period of 10 calendar years, the value of awards under the plan and under any other employees’ share scheme operated by the Company shall not exceed the Incentive Scheme Cap. In addition, the rules of each of the Discretionary Plans provide that, in any period of 10 calendar years, not more than 5% of the Company’s issued ordinary share capital may be issued under the relevant plan and under any other executive share scheme adopted by the Company. Ordinary Shares issued out of treasury under the relevant Discretionary Plan will count towards these limits for so long as this is required under institutional shareholder guidelines. Awards which are renounced or lapse shall be disregarded for the purposes of these limits.

Variation of capital If there is a variation of share capital of the Company or in the event of a demerger or other distribution, special dividend or distribution, the Board may make such adjustments to awards granted under each of the Discretionary Plans, including the number of Ordinary Shares subject to awards and the option exercise price (if any), as it considers to be fair and reasonable.

Dividend equivalents In respect of any award granted under any of the Discretionary Plans, the Board may decide that participants will receive a payment (in cash and/or additional Ordinary Shares) equal in value to any dividends that would have been paid on the Ordinary Shares which vest under that award by reference to the period between the time when the relevant award was granted and the time when the relevant award vested. This amount may assume the reinvestment of dividends and exclude or include special dividends or dividends in specie.

Alternative settlement At its discretion, the Board may decide to satisfy awards granted under the Discretionary Plans with a cash payment equal to any gain that a participant would have made had the relevant award been satisfied with Ordinary Shares.

Rights attaching to Ordinary Shares Except in relation to the award of Ordinary Shares subject to restrictions, Ordinary Shares issued and/or transferred under the Discretionary Plans will not confer any rights on any participant until the relevant award has vested or the relevant option has been exercised and the participant in question has received the underlying Ordinary Shares. Any Ordinary Shares allotted when an option is exercised or an award vests will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their issue). A participant awarded Ordinary Shares subject to restrictions shall have the same rights as a holder of Ordinary Shares in issue at the time that the participant acquires the Ordinary Shares, save to the extent set out in the agreement with the participant relating to those Ordinary Shares.

Amendments The Board may, at any time, amend the provisions of any of the Discretionary Plans in any respect. The prior approval of shareholders at a general meeting of the Company must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility,

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individual or overall limits, the persons to whom an award can be made under the relevant Discretionary Plan, the price at which Ordinary Shares can be acquired under an award under the relevant Discretionary Plan, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval, save that there are exceptions for any minor amendment to benefit the administration of the relevant Discretionary Plan, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company and/or its other Group companies. Amendments may not normally adversely affect the rights of participants except where participants are notified of such amendment and the majority of participants approve such amendment.

Overseas plans The Board may, at any time, establish further plans based on the Discretionary Plans for overseas territories. Any such plan shall be similar to the Discretionary Plans, as relevant, but modified to take account of local tax, exchange control or securities laws. Any Ordinary Shares made available under such further overseas plans must be treated as counting against the limits on individual and overall participation under the relevant plan. The Board may also grant cash-based ‘‘phantom’’ awards under the LTIP or DBP in such overseas territories which shall also count against the limits on individual participation.

Benefits not pensionable The benefits received under the Discretionary Plans are not pensionable.

The SIP The SIP will be adopted by the Board following Admission.

Status The SIP is an all-employee share ownership plan which has been designed to meet the requirements of Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003 so that Ordinary Shares can be provided to UK employees under the SIP in a tax-efficient manner. Under the SIP, eligible employees may be: (i) awarded up to £3,600 worth of free Ordinary Shares (‘‘SIP Employee Free Shares’’) each year; (ii) offered the opportunity to buy Ordinary Shares with a value of up to the lower of £1,800 and 10% of the employee’s pre-tax salary a year (‘‘Partnership Shares’’); (iii) given up to two free Ordinary Shares (‘‘Matching Shares’’) for each Partnership Share bought; and/or (iv) allowed or required to purchase Ordinary Shares using any dividends received on Ordinary Shares held in the SIP (‘‘Dividend Shares’’). The Board may determine that different limits shall apply in the future should the relevant legislation change in this respect.

SIP Trust The SIP operates through a UK-resident trust (the ‘‘SIP Trust’’). The trustee of the SIP Trust purchases or subscribes for Ordinary Shares that are awarded to or purchased on behalf of participants in the SIP. A participant will be the beneficial owner of any Ordinary Shares held on his behalf by the trustee of the SIP Trust. Any Ordinary Shares held in the SIP Trust will rank equally with Ordinary Shares then in issue. If a participant ceases to be in relevant employment, he will be required to withdraw his SIP Employee Free Shares, Partnership Shares, Matching Shares and Dividend Shares from the SIP Trust (or the SIP Employee Free Shares, Partnership Shares and Matching Shares may be forfeited as described below).

Eligibility Each time that the Board decides to operate the SIP, all UK resident tax-paying employees of the Company and its subsidiaries participating in the SIP must be offered the opportunity to participate. Other employees may be permitted to participate. Participants invited to participate must have completed a minimum qualifying period of employment before they can participate, as determined by the Board in relation to any award of Ordinary Shares under the SIP which may be different for each type of award from time to time. In the case of SIP Employee Free Shares (and, in certain circumstances, Partnership and Matching Shares) that period must not exceed 18 months or, in certain other circumstances and only in the case of Partnership Shares or Matching Shares, six months.

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Limits The SIP may operate over new issue Ordinary Shares, treasury Ordinary Shares or Ordinary Shares purchased in the market. The rules of the SIP provide that, in any period of 10 calendar years, awards under the SIP and under any other employees’ share scheme operated by the Company shall not exceed the Incentive Scheme Cap. Ordinary Shares issued out of treasury for the SIP will count towards this limit for so long as this is required under institutional shareholder guidelines. Awards which are renounced or lapse shall be disregarded for the purposes of these limits.

SIP Employee Free Shares Up to £3,600 worth of SIP Employee Free Shares may be awarded to each employee in a tax year. SIP Employee Free Shares must be awarded on the same terms to each employee, but the number of SIP Employee Free Shares awarded can be determined by reference to the employee’s remuneration, length of service, number of hours worked and, if the Company so chooses, the satisfaction of performance targets based on business results or other objective criteria. There is a holding period of between three and five years (the precise duration to be determined by the Board) during which the participant cannot withdraw the SIP Employee Free Shares from the SIP Trust (or otherwise dispose of the SIP Employee Free Shares) unless the participant leaves relevant employment. The Board, at its discretion, may provide that the SIP Employee Free Shares will be forfeited if the participant leaves relevant employment other than in the circumstances of injury, disability, redundancy, retirement, by reason of a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or if the relevant employment is employment by an associated company by reason of a change of control or other circumstances ending that company’s status as an associated company (each a ‘‘SIP Good Leaver Reason’’) or on death.

Partnership Shares The Board may allow an employee to use pre-tax salary to buy Partnership Shares. The maximum limit is the lower of £1,800 or 10% of pre-tax salary in any tax year. The minimum salary deduction permitted, as determined by the Board, must be no greater than £10 on any occasion. The salary deductions allocated to Partnership Shares can be accumulated for a period of up to 12 months (the ‘‘Accumulation Period’’) or Partnership Shares can be purchased out of deductions from the participant’s pre-tax salary when those deductions are made. A participant and the Company may agree to vary the amount of salary deductions and the intervals of those deductions. If there is an Accumulation Period, the number of Ordinary Shares purchased shall be determined by dividing the participant’s aggregate pay deducted during the Accumulation Period by the market value of the Partnership Shares. Once acquired, Partnership Shares may be withdrawn from the SIP by the participant at any time. At the discretion of the Board, Partnership Shares may be subject to forfeiture on cessation of employment (except for a SIP Good Leaver Reason or on death), provided they are offered for sale for a price equal to the lower of the market value of the Partnership Shares at the time of their sale or the price paid for those Partnership Shares.

Matching Shares The Board may, at its discretion, offer Matching Shares free to an employee who has purchased Partnership Shares. If awarded, Matching Shares must be awarded on the same basis to all participants up to a maximum of two Matching Shares for every Partnership Share purchased (or such other maximum as may be provided by statute). There is a holding period of between three and five years (the precise duration to be determined by the Board) during which the participant cannot withdraw the Matching Shares from the SIP Trust unless the participant leaves relevant employment. The Board, at its discretion, may provide that the Matching Shares will be forfeited if the participant leaves relevant employment other than for a SIP Good Leaver Reason or on death.

Re-investment of dividends The Board may allow or require a participant to re-invest the whole or part of any dividends paid on Ordinary Shares held in the SIP. Dividend Shares must be held in the SIP Trust for no less than three years. Once acquired, on cessation of employment, Dividend Shares may be subject to forfeiture (except for a

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SIP Good Leaver Reason, or on death), provided they are offered for sale for a price equal to the lower of the market value of the Dividend Shares at the time of their sale or the amount of dividends originally reinvested into the Dividend Shares.

Corporate events In the event of a general offer being made to shareholders (or a similar takeover event taking place) during a holding period, participants will be able to direct the trustee of the SIP Trust as to how to act in relation to their Ordinary Shares held in the SIP. In the event of a corporate re-organisation, any Ordinary Shares held by participants may be replaced by equivalent shares in a new holding company.

Variation of capital Shares acquired on a variation of share capital of the Company will usually be treated in the same way as the Ordinary Shares acquired or awarded under the SIP, in respect of which the rights were conferred and as if they were acquired or awarded at the same time.

Rights attaching to Ordinary Shares Any Ordinary Shares allotted under the SIP will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Amendments The Company may at any time amend the rules of the SIP by resolution of the Board and may amend the SIP trust deed by way of a supplemental deed. The prior approval of shareholders at a general meeting of the Company must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility, persons to whom the award must or may be made, individual or overall limits, the basis for determining a participant’s entitlement to and the terms of Ordinary Shares provided under the SIP, the price payable for Ordinary Shares under the SIP by eligible employees and/or the adjustments that may be made in the event of any variation to the share capital of the Company; save that there are exceptions for any minor amendment to benefit the administration of the SIP, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company and/or its subsidiaries or the trustees of the SIP Trust. No modification can be made which would alter, to the disadvantage of any participant, the rights he accrued under the SIP.

Benefits not pensionable The benefits received under the SIP are not pensionable.

Overseas plans The Board may, at any time, establish further plans for overseas territories, any such plan to be similar to the SIP but modified to take account of local tax, exchange control or securities laws. Any Ordinary Shares made available under such further overseas plans must be treated as counting against the limits on individual and overall participation in the SIP.

The EBT The Company intends to establish an employee trust (the ‘‘BCA Marketplace plc Employee Share Trust’’ or ‘‘EBT’’). The Company will have the power to appoint and remove the trustee. It is intended the EBT may be used to benefit employees and former employees of the Company and its subsidiaries and certain members of their families. The trustee of the EBT will have the power to acquire Ordinary Shares. Any Ordinary Shares acquired may be used for the purposes of the Discretionary Plans or the SIP. It is intended the Group may fund the EBT by loan or gift to acquire Ordinary Shares either by market purchase or by subscription. Any awards to subscribe for Ordinary Shares granted to the EBT or Ordinary Shares issued to the EBT will be treated as counting against the dilution limits that apply to the relevant plan save to the extent set out above.

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The EBT will not make an acquisition of Ordinary Shares if that acquisition would mean that (after deducting any Ordinary Shares held as nominee for beneficiaries under the EBT) it held more than 5% of the Company’s ordinary share capital, without prior shareholder approval.

9 Interests of Significant Shareholders Significant Shareholders Other than the interests of the Directors and members of the Senior Management disclosed in ‘‘—Directors and Senior Management’’ and other than any interest that may arise under the Placing Agreement, insofar as the Directors are aware, the following persons will, immediately prior to Admission, be interested in 3% or more of the Company’s issued ordinary share capital:

Immediately prior to Immediately following Admission Admission Number Percentage Number Percentage of of issued of of issued Ordinary share Ordinary share Shareholder Shares capital Shares capital MVI LP...... 7,512,470 29.9 14,179,136 <3 Invesco Asset Management Limited ...... 7,375,000 29.5 107,375,000 13.8 Artemis Investment Management LLP ...... 2,497,500 10.0 2,497,500 <3 Aviva Investors Global Services Limited ...... 1,250,000 5.0 134,583,533 17.3 Schroder Investment Management Limited ...... 1,250,000 5.0 1,250,000 <3 Cenkos Securities plc ...... 1,038,411 4.1 1,041,564 <3 Premier Fund Managers Limited ...... 833,333 3.3 14,179,136 <3 Brian Kennedy ...... 833,333 3.3 1,499,999 <3 Zeus Capital Limited ...... 785,479 3.1 815,479 <3 Eurovestech plc ...... 750,000 3.0 750,000 <3 Woodford Asset Management Limited ...... Nil Nil 54,666,666 7.0 Capital Global Investors ...... Nil Nil 51,000,000 6.5 GLG Partners UK Limited ...... Nil Nil 46,000,000 5.9 Capital International Investors ...... Nil Nil 41,000,000 5.3 AXA Investment Managers UK Limited ...... Nil Nil 33,333,333 4.3 M&G Investment Managers Limited ...... Nil Nil 33,333,333 4.3 Royal London Asset Management ...... Nil Nil 29,533,333 3.8 Save as set out above, the Company is not aware of any person who has, or will immediately following Admission have, a notifiable interest of 3% or more of the issued share capital of the Company. None of the above will have different voting rights attached to the Ordinary Shares they hold to those held by the other Shareholders.

10 Pensions The BCA Group operates three pension schemes in the UK: (a) BCA Pension Plan, a final salary pension scheme now closed to new members but still with active, and deferred members; (b) BCA AE Plan, an auto enrolment pension scheme for employees of the Group to which the Group makes employer contributions of 1% of basic salary; and (c) BCA Retirement Benefit Plan, a sub-plan of the BCA AE Plan which provides enhanced company contributions for certain employees in accordance with individual contractual arrangements. As at 24 September 2014, there were 243 members were enrolled in the closed BCA Pension Plan, 1457 members enrolled in the auto-enrolment BCA AE Plan and 83 members enrolled in the BCA Retirement Benefit Plan. The total amount set aside or accrued by BCA or its subsidiaries to provide pension, retirement or similar benefits for the financial year ended 31 December 2013 was £1.6 million. The assets relating to these arrangements are held separately from those of the Company in independently administered funds.

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11 Placing Agreement The Company, Cenkos and Zeus have entered into a placing agreement dated 26 March 2015 pursuant to which, subject to certain conditions, Cenkos and Zeus have agreed to use their respective reasonable endeavours to procure subscribers for Placing Shares at the Placing Price to be issued pursuant to the Placing. The Placing Agreement is conditional upon, amongst other things, Admission taking place not later than 8.00 a.m. on 2 April 2015 (or such later date, not being later than 8.00 a.m. on 17 April 2015, as the Company and Cenkos may agree). Under the Placing Agreement, Cenkos will receive (exclusive of VAT) a corporate finance fee of £5.0 million plus a commission of £21.7 million and Zeus will receive a commission of £2.5 million. In addition, Cenkos and Zeus are entitled to be reimbursed by the Company for out-of pocket expenses together with applicable VAT excluding legal and other professional advisers fees incurred in connection with the Placing. The Company has, in the Placing Agreement, given customary warranties and undertakings to Cenkos and Zeus and the Company has also agreed to provide customary indemnities to Cenkos and Zeus. Under certain circumstances, including for breach of warranty, Cenkos may terminate the Placing Agreement prior to Admission.

12 Lock-in Deeds The Sellers who receive Consideration Shares will upon Admission enter into Lock-in Deeds in respect of those Consideration Shares with Cenkos and the Company pursuant to which they agree not, without the prior written consent of Cenkos and the Company, to dispose of directly or indirectly any legal or beneficial interest in any Ordinary Shares for a period of (in the case of CD&R) 3 months and in the case of the other Sellers for a period of 12 months from Admission except in certain limited circumstances. The Sellers (other than CD&R) have undertaken for a further period of 6 months undertaken to not dispose of Ordinary Shares other than through Cenkos in accordance with its requirement for an orderly market.

13 Principal Subsidiaries BCA is the principal operating and holding company of the Group. The Company substantially owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its subsidiary undertakings. The principal subsidiaries and subsidiary undertakings of the Company are as follows:

Proportion of Proportion of ordinary shares ordinary shares Country of held by held by the Subsidiary Nature of business incorporation parent Group (%) H.I.J Limited ...... Intermediate Parent Jersey 100 100 CD&R Osprey Investment Sarl . Intermediate Parent Luxembourg 100 100 BCA Osprey I Limited ...... Intermediate Parent England 100 100 BCA Osprey II Limited ...... Intermediate Parent England 100 100 BCA Remarketing Group Limited ...... Intermediate Parent England — 76* BCA Osprey IV Limited ...... Intermediate Parent England — 100 British Car Auctions Limited . . . Motor Vehicle Remarketing England — 100 BCA Logistics Limited ...... Motor Vehicle Distribution England — 100 We Buy Any Car Limited ..... Motor Vehicle Purchasing England — 100 BCA Autoauktionen GmbH .... Motor Vehicle Remarketing Germany — 100 BCAuto Encheres SA ...... Motor Vehicle Remarketing France — 100

* The BCA Group has a call option over the remaining 24% As at 30 June 2014 the Group had a joint venture balance of £0.6 million on the consolidated balance sheet, which represents a 24.5% share in BCA Brazil. As at 31 December 2013 the Group had a joint venture balance of £0.2 million on the consolidated balance sheet, which represents a 25% share in BCA Brazil and a 51% share in BCA Remarketing Solutions GmbH (formerly Fleet Control Monitor GmbH). The Group also has a call option enabling it to increase its stake in BCA Brazil to 49% in 2018.

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14 Material Contracts The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company or another member of the Group: (i) within the two years immediately preceding the date of this Prospectus or; (ii) which contain any provision under which a member of the Group has an obligation or entitlement which is material to the Group as at the date of this Prospectus or; (iii) in the case of the Placing Agreement and Acquisition Agreement are expected to be entered into prior to Admission, and are or may be material:

(a) Acquisition Agreement On 26 March 2015, the Company entered into a conditional share purchase agreement for the acquisition of 100% of the shares and 100% of the preferred equity certificates issued by Target (the ‘‘Acquisition Agreement’’). The Acquisition Agreement is conditional on the passing of the Resolution, the Placing Agreement not having been terminated and Admission. If the conditions are not satisfied by 2 April 2015 or such later date not being later than 17 April 2015, then the Acquisition Agreement will terminate automatically. The total consideration payable under the Acquisition Agreement is approximately £815.5 million, and is to be satisfied as to approximately £711.2 million, in cash and as to approximately £104.3 million, in Ordinary Shares. Those sellers who receive Ordinary Shares will upon Admission enter into a Lock-in Deed in respect of such Ordinary Shares with Cenkos (as described in more detail in paragraph 12 above). The Acquisition Agreement includes customary warranties from all of the sellers as to title and capacity. The agreement also includes a locked box mechanism and customary warranties and indemnities from the sellers in relation to any leakage to the sellers (or their related parties) in the period from 1 January 2015 until the Acquisition Agreement completes. Under the Acquisition Agreement, certain of the sellers who are currently senior employees of the BCA Group have agreed (subject to certain exceptions) not to compete with the Group and not to solicit its customers, suppliers and employees for periods of up to two years after completion of the Acquisition Agreement.

(b) Warranty Deed In connection with the Acquisition Agreement, certain senior employees of the BCA Group have provided warranties customary for a transaction of this nature pursuant to separate warranty deeds. The liability of each of the warrantors under the warranty deeds is limited by reference to an individual cap.

(d) Bank of America Merrill Lynch Engagement Letter On 19 March 2015 the Company entered into an agreement with Bank of America Merrill Lynch for the provision of certain advisory services in connection with the Acquisition. The fee, which is conditional upon the Acquisition completing, is £8,000,000 (plus applicable VAT).

(e) Acquisition of WBAC On 14 May 2013, the BCA Group entered into a share purchase agreement for the acquisition of 100% of the shares in the parent company of WBAC, Pennine Metals B Limited, from its founding shareholders, Darren McKee and Noel McKee (the ‘‘WBAC SPA’’). The acquisition completed on 16 August 2013 and the founding shareholders became shareholders of the BCA Group, responsible for managing the Vehicle Buying Division. The acquisition allowed the Group to fully capture WBAC’s supply of vehicles purchased from consumers and create direct access to the consumer market as suppliers to the Exchange. WBAC was historically a significant vendor to the Group. Noel McKee currently owns webuyanycar.com in the United States, which is run by local management.

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Under the terms of the WBAC SPA, the purchasers—CD&R Osprey Investment S.a.r.l.` and BCA Osprey IV Limited—paid a total consideration of £129.1 million to the founding shareholders of WBAC. The sellers agreed to provide customary warranties in relation to, inter alia, title and capacity, claims, accounts, intellectual property, tax and insurance which (save for those relating to tax) will expire on the second anniversary of the completion of the acquisition. The liability of the sellers under the warranties in the WBAC SPA is limited to £25 million. (f) Save as set out in Part XVII: ‘‘The Placing—Lock-up Arrangements’’, there are no restrictions agreed by any Director or member of Management on the disposal within a certain time of their holdings in the Company’s securities. (g) Each of the Directors (as the Executive Founders) has a direct or an indirect interest in the Group by virtue of their shareholding in H.I.J. as set out below.

(h) Marwyn Corporate Finance Advisory and Office Agreement On 23 October 2014 the Company entered into an agreement with Marwyn Capital as amended by an agreement dated 20 March 2015 pursuant to which Marwyn Capital has agreed to provide corporate finance advice and various office and finance support services to the Company. A fee of £20,000 payable monthly in arrears shall be payable by the Company to Marwyn Capital in respect of corporate finance advice, rent and office services. A fee of £7,053,000 on successful completion of the Acquisition will be payable by the Company to Marwyn Capital in respect of the corporate finance services provided to it. Any fees on subsequent acquisitions will be agreed in writing between the Company and Marwyn Capital on a transaction by transaction basis. The Company has agreed to reimburse for all out of pocket expense incurred by Marwyn Capital which includes any costs of Marwyn Capital’s legal or other professional advisers. Marwyn Capital may terminate the appointment immediately if the Company commits a material breach of the terms of the agreement or if the Company fails to accept the advice of Marwyn Capital on a material matter. Either party may terminate the appointment upon the giving of twelve months’ written notice after the expiry of the initial term of 12 months. Further, either party may terminate the provision of the office services upon the giving of twelve months’ written notice after the expiry of the intital term of 12 months, in which case the fixed fee will be reduced to £15,000 per month. Under the agreement, the Company has agreed to indemnify Marwyn Capital and its associates in respect of the appointment save in respect of the negligence or fraudulent behaviour of Marwyn Capital. The agreement is governed by English law.

(i) Senior Facilities Agreement The Senior Facilities Agreement is a £268.4 million multi-currency term and £65 million revolving credit facility dated 24 December 2009, as amended and restated on 22 February 2010 and subsequently amended and restated on 12 March 2010, 22 April 2010, 3 May 2012, 28 March 2013 and 12 August 2013, between, inter alia, BCA Osprey IV Limited as original borrower, Banc of America Securities Limited, Commerzbank AG, BNP Paribas Fortis, UK Branch, HSBC Bank plc, Investec Bank plc, Lloyds TSB Bank plc, The Governor and Company of the Bank of Ireland and The Royal Bank of Scotland plc as arrangers, HSBC Corporate Trustee Company (UK) Limited as security agent and HSBC Bank plc as facility agent. See Part XII: ‘‘Operating and Financial Review—Loans’’ for further description.

(j) New Facilities Agreement On 26 March 2015, the Company as the company and original guarantor (together with any other member of the Group which subsequently accedes to the New Facilities Agreement as a borrower and guarantor, the ‘‘Borrowers’’) entered into the New Facilities Agreement, comprising a non-amortising £200 million senior term loan A facility (the ‘‘New TLA Facility’’) (which is scheduled to mature five years after the ‘‘Closing Date’’ under the New Facilities Agreement (being the date of Admission, the ‘‘New Facilities Closing Date’’) and a £100 million revolving credit facility (the ‘‘New RCF Facility’’ and, together with the New TLA Facility, the ‘‘New Facilities’’) (which is scheduled to mature five years after the New Facilities Closing Date). The borrowings under the New Facilities Agreement will be secured.

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In addition, the New Facilities Agreement provides for the introduction of committed incremental facilities in accordance with the terms of the New Facilities Agreement, in an aggregate principal amount not to exceed the greater of (i) £100 million and (ii) the amount which, on a pro forma basis after giving effect to the incurrence of such incremental facilities and all other applicable pro forma adjustment events, would not result in the Group’s adjusted net leverage exceeding 3.50:1. Initial utilisation under the New Facilities is subject to certain conditions precedent, including that the Senior Facilities Agreement and existing PIK Facility Agreement has been, or will be, repaid in full on, or as soon as reasonably practicable after, the New Facilities Closing Date. Therefore, as at the date of this document, the New Facilities were undrawn. The New RCF Facility is available for drawing until the date falling one month prior to its scheduled maturity and may be used for the general corporate and working capital purposes of the Group. Unless prepaid in accordance with the terms of the New Facilities Agreement, the New TLA Facility will be repaid on its maturity date (five years after the New Facilities Closing Date). Subject to certain exceptions and limitations (including those imposed by applicable law), (i) each Borrower and (ii) each Group Company that has EBITDA representing 7.5% or more of consolidated EBITDA of the Group (each, a ‘‘Material Subsidiary’’) and is organised in England & Wales, and any holding company of such a Material Subsidiary that is organised in England & Wales, in each case as of the New Facilities Closing Date, must become a guarantor of the New Facilities on or before the New Facilities Closing Date. In addition, subject to certain exceptions and limitations (including those imposed by applicable law), (i) each Material Subsidiary as of the New Facilities Closing Date that is organised in a jurisdiction outside of England & Wales, (ii) any entity that subsequently becomes a Material Subsidiary (including any acquired entity that becomes a Material Subsidiary), and any holding company of any such Material Subsidiary, and (iii) any entity organised in England & Wales or Germany that is not a Material Subsidiary, must become a guarantor of the New Facilities within a specified timeframe. The obligations of the borrowers under the New Facilities Agreement will be secured by an English law debenture over all of the assets of each guarantor of the New Facilities that is incorporated in England & Wales. Such security will be granted by those English companies within a specified timeframe, but, in all cases, after the date of Admission. The New Facilities Agreement restricts the manner in which the Group’s business is conducted, including (subject to certain agreed exceptions) restrictions on disposing of assets, creating security interests and effecting mergers. The New Facilities Agreement does not expressly restrict the payment of dividends or distributions. The New Facilities Agreement also imposes financial covenants in respect of a maximum average adjusted net debt to adjusted EBITDA ratio of the Group. The New Facilities Agreement contains customary conditions precedent, representations, covenants, events of default and mandatory prepayment events (including upon a change of control). Immediately following Admission, the Group will use drawings under the New Facilities Agreement, together with part of the proceeds of the Global Offer, to repay amounts outstanding under the Group’s existing Senior Facilities Agreement (and cancel the loan facilities thereunder).

15 Related Party Transactions and Other Arrangements Details of related party transactions entered into by members of the Group up to 30 June 2014 are set out in Part XIV: ‘‘Historical Financial Information’’. Save for the payment due to Avril Palmer Baunack pursuant to her service agreement as described in paragraph 7 of the this Part XIX: ‘‘Additional Information’’ and the payment due to Marwyn Capital as described in paragraph 14(e) of this Part XIX: ‘‘Additional Information’’ both of which are payable upon Completion and those disclosed in Part XIV: ‘‘Historical Financial Information’’ there are no related party transactions that were entered into during the period covered by the Financial Information and during the period from 30 June 2014 to 24 March 2015 (the latest practicable date prior to the publication of this Prospectus).

16 Litigation There are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus

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which may have, or have had, a significant effect on BCA’s or the BCA Group’s financial position or profitability. There are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus which may have, or have had, a significant effect on the Company’s or the Haversham Group’s financial position or profitability.

17 Working Capital In the opinion of the Company, after taking into account the facilities available to the Group and the net proceeds receivable by the Company from the Placing, the working capital available to the Group is sufficient for the Group’s present requirements, that is for at least the next 12 months following the date of this Prospectus.

18 Significant Change BCA Group The BCA Group announced its intention to float on the London Stock Exchange on 6 October 2014. On 21 October 2014 the BCA Group announced that it had decided not to proceed with its intended IPO due to market conditions at that time. As a consequence of the preparation for the IPO, the BCA Group incurred costs and fees of £9.3 million in the year ended 31 December 2014, with £8.7 million being incurred after 30 June 2014. Additionally, share based payment charges of £4.5 million relating to management share-based awards/ plans and LTIPs were incurred in the six month period ended 30 June 2014 as a result of the vesting period being brought forward to an assumed IPO date in October 2014. Due to the deferral of the intended IPO, and resulting extension of the expected vesting period, a credit of £0.7 million has been recognised in the income statement for the period from 1 July 2014 to 31 December 2014 in respect of the share based payment charges. An agreement for a replacement bank facility was finalised in December 2014 and was expected to be utilised in the first quarter of 2015. Accordingly the amortisation of loan issue fees paid in respect of existing facilities as of 30 June 2014 will be accelerated in the six month period to 31 December 2014. One off costs of approximately £2.9 million in respect of a reorganisation of operations in Europe are expected to be incurred in the six month period ended 31 December 2014. Save as described above, there has been no significant change in the financial or trading position of the BCA Group since 30 June 2014, being the date to which the financial information in respect of the BCA Group presented in Section B of Part XIV: ‘‘Historical Financial Information’’ was prepared.

WBAC Share based payment charges of £2.7 million relating to management share-based awards/plans and LTIPs were incurred in the six month period ended 30 June 2014 as a result of the vesting period being brought forward to an assumed IPO date in October 2014. Due to the deferral of the intended IPO, and resulting extension of the expected vesting period, a credit of £0.5 million has been recognised in the income statement for the period from 1 July 2014 to 31 December 2014 in respect of the share based payment charges. Save as described above, there has been no significant change in the financial or trading position of WBAC since 30 June 2014, being the date to which the financial information in respect of WBAC presented in Section D of Part XIV: ‘‘Historical Financial Information’’ was prepared.

Haversham Group There has been no significant change in the financial or trading position of the Haversham Group since 31 December 2014, being the date to which the financial information in respect of the Haversham Group presented in Section F of Part XIV: ‘‘Historical Financial Information’’ was prepared.

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19 Consents PricewaterhouseCoopers LLP has given and has not withdrawn its written consent to the inclusion in this Prospectus of its reports set out in Sections A, C and E of Part XIV: ‘‘Historical Financial Information’’, in Section B of Part XV: ‘‘Unaudited Pro Forma Financial Information’’ and in Section B of Part XVII: ‘‘Profit Estimate’’ and the references thereto in the form and context in which they appear and has authorised the contents of its reports for the purposes of Prospectus Rule 5.5.3R(2)(f). Cenkos has given and has not withdrawn its written consent to the inclusion in this document of its name in the form and context in which it is included. Marwyn has given and has not withdrawn its written consent to the inclusion in this document of its name in the form and context in which it is included. BAML has given and has not withdrawn its written consent to the inclusion in this document of its name in the form and context in which it is included. Zeus has given and has not withdrawn its written consent to the inclusion in this document of its name in the form and context in which it is included. OC&C Strategy Consultants Limited of 6, New Street Square, London EC4A 3AT, has given and not withdrawn its written consent to the inclusion of the information provided by it in the Summary, Part VIII: ‘‘Market Overview’’ and Part IX: ‘‘Information on the Group’’ in the form and context in which the information appears, and has authorised the contents of the information included for purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. For the purposes of Rule 5.5.3R(2)(f), OC&C Strategy Consultants Limited is responsible for the information provided by or attributed to it in this Prospectus and declares that it has taken all reasonable care to ensure that such information is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in this Prospectus in compliance with item 1.2 of Annex I of Commission Regulation (EC) No 809/2004.

20 General The expenses relating to the issue of the Placing Shares, including the Advisers’ commission, the UK Listing Authority listing fee, professional fees and expenses and the costs of printing and distribution of documents are estimated to amount to £23.0 million (including VAT) and are payable by the Company. In addition, the costs and expenses relating to the Acquisition are estimated to amount to £30.5 million (including applicable VAT). Each Placing Share is expected to be issued at a premium of 149 pence to its nominal value of 1 pence. The auditors of the Company are PricewaterhouseCoopers LLP, whose address is 1 Embankment Place, London WC2N 6RM. The auditors are members of the Institute of Chartered Accountants in England and Wales.

Documents Available for Inspection Copies of the following documents are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 12 months following Admission at the offices of Berwin Leighton Paisner at Adelaide House, London Bridge, London EC4R 9HA: (a) the articles of association of the Company; (b) the historical financial information for the Group and WBAC in respect of the three financial years ended 31 December 2011, 2012 and 2013 and for the six months ended 30 June 2013 and 2014; (c) the consent letter from PwC referred to above in ‘‘Consents’’; (d) the consent letter from OC&C referred to above in ‘‘Consents’’; (e) the consent letter from Cenkos referred to above in ‘‘Consents’’; (f) the consent letter from Marwyn referred to above in ‘‘Consents’’; (g) the consent letter from BAML referred to above in ‘‘Consents’’; (h) the consent letter from Zeus referred to above in ‘‘Consents’’;

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(i) the reports from PwC which are set out in Part XIV: ‘‘Historical Financial Information,’’ Part XV: ‘‘Unaudited Pro Forma Financial Information’’ and Part XVII: ‘‘Profit Estimate’’; (j) the OC&C Report; and (k) the unaudited pro forma financial information set out in Part XV: ‘‘Unaudited Pro Forma Financial Information’’.

Dated: 26 March 2015

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PART XX GLOSSARY AND DEFINITIONS Glossary The following glossary of terms applies throughout this Prospectus (unless the context requires otherwise):

AA ...... the Automobile Association, a UK motoring association Adjusted EBITDA ...... Adjusted EBITDA is calculated by adjusting operating profit to exclude depreciation and amortisation, restructuring costs, losses on disposal or closure of businesses, provisions for onerous leases, acquisition and integration costs, aborted IPO and business sale related costs (including management incentives and LTIP awards), management fees to private equity investor, losses incurred in the first year of setting up new businesses and impairment charges on property, plant and equipment, intangibles and goodwill. Adjusted EBITDA margin ...... Adjusted EBITDA expressed as a percentage of revenue AIS ...... auction information systems Auction View ...... an IT platform that supports the Group’s online vehicle search applications BCA ...... British Car Auctions BCA Assured ...... a 30-point mechanical appraisal carried out by AA-certified technicians BCA Dealer Pro ...... an online application offered by the Group to UK vendors that organises and improves the part-exchange vehicle process BCA Online ...... the Group’s online-only auctions CAGR ...... compound annual growth rate, a business and investing specific term for the geometric progression ratio that provides a constant rate of return over the time period Cargroup ...... Cargroup Holdings LLC Cash conversion rate ...... Free cash flow divided by Adjusted EBITDA CEO ...... Chief Executive Officer CFO ...... Chief Financial Officer Exchange ...... the BCA Group’s sales platforms, including its physical auction sites, Live Online and BCA Online, collectively Free cash flow ...... Adjusted EBITDA less capital expenditure Fleet Control Monitor ...... a web-based European automotive inventory management software system GDP ...... gross domestic product, the market value of all officially recognised final goods and services produced within a country in a year, or over a given period of time LCV ...... a light commercial vehicle with a gross vehicle weight of not more than 3.5 tonnes Live Online ...... the BCA Group’s online platform that allows users to remotely bid on vehicles at the Group’s physical auctions in real time Marketprice ...... a service offered by the BCA Group to vendors which provides pricing functionality of used vehicles

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MOT ...... Ministry of Transport test, an annual test of vehicle safety, roadworthiness aspects and exhaust emissions required in Great Britain for most vehicles over three years old used on any way defined as a road in the Road Traffic Act 1988 Net debt ...... carrying value of the Group’s financing, including bank financing, other external loans and finance leases, net of cash and short-term deposits. Net debt excludes loans from parent undertakings, preference shares, accrued dividends, debt issue costs and payables in respect of the BCA Group’s buyer finance business part-exchange ...... a transaction in which a vehicle purchaser both pays cash and exchanges their current vehicle to purchase a new vehicle PCP ...... personal contract purchase is a form of vehicle finance for individual purchasers which requires the customer to pay a certain amount for a set contract period of 24 to 48 months with the right to drive the vehicle while ownership is retained by the funding company PEEP ...... Pan-European eCommerce Platform Pennine Metals B Limited ...... Pennine Metals B Limited, a company registered in England and Wales with company number 05727953, and its subsidiaries, the parent company of We Buy Any Car Limited remarketing ...... the resale of used vehicles reserve price ...... a pre-determined minimum price for which a vendor will sell a vehicle, communicated to the BCA Group, but not to buyers Smart Repair ...... a repair service offered by the Vehicle Remarketing Division, which includes cosmetic improvements, body work, dent repair, light mechanical repair, glass repair and tyre replacement SONR costs ...... significant or non-recurring costs Vehicle Buying Division ...... the BCA Group’s vehicle buying operations, conducted through WBAC, and having been created in August 2013 following the BCA Group’s acquisition of WBAC vehicle parc ...... the number of vehicles in a given market Vehicle Remarketing Division ...... the BCA Group’s used vehicle remarketing operations, providing auction and value-added digital and physical services vehicles sold through the BCA Group . . the number of vehicles sold through the Exchange, where payment is collected by the BCA Group from the buyer and remitted to the vendor. Vehicles sold through the BCA Group excludes volumes where the Vehicle Remarketing Division provides services to assist others in the execution of their own auctions. For the avoidance of doubt, vehicles sold through the BCA Group does not include sales of the Vehicle Buying Division to the Vehicle Remarketing Division White Label ...... vendor-tailored versions of the BCA Group’s online auction service offerings used by OEM and corporate vendors

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Definitions The following definitions apply throughout this Prospectus (unless the context requires otherwise):

£ or pound sterling ...... the lawful currency of the United Kingdom 2010 PD Amending Directive ...... the 2010 EU directive which amended the Prospectus Directive (2010/73/EU) Act ...... the Companies Act 2006, as such act may be amended, modified or re-enacted from time to time Acquisition ...... the acquisition of the Target in accordance with the terms of the Acquisition Agreement Acquisition Agreement ...... the conditional share purchase agreement entered into on 26 March 2015 between the Company and the Sellers relating to the Acquisition, further details of which are set out in Part XIX of this Prospectus. Admission ...... the admission of the Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities becoming effective in accordance with, respectively the Listing Rules and the Admission and Disclosure Standards Advisers ...... Cenkos Securities, Marwyn Capital, BAML and Zeus Capital AIM ...... AIM, a market of the London Stock Exchange AIM Admission ...... the admission of the Company’s share capital to trading on AIM on 10 November 2014 AIM Rules for Companies ...... the AIM Rules for Companies as published by the London Stock Exchange from time to time Articles of Association ...... the articles of association of the Company BAML ...... Merrill Lynch International, a subsidiary of Bank of America Corporation BCA ...... British Car Auctions BCA Group ...... CD&R Osprey Investment S.a.r.l.` and its subsidiary undertakings from time to time BCA Group Unaudited Interim Financial Information ...... the unaudited consolidated financial information of the BCA Group for the six months ended 30 June 2013 BCA Group Annual Financial Information ...... the audited consolidated financial information of the BCA Group as of and for the years ended 31 December 2011, 2012 and 2013 BCA Group Audited Interim Financial Information ...... the audited consolidated financial information of the BCA Group as of and for the six months ended 30 June 2014 BCA Group Financial Information .... the BCA Group Annual Financial Information, the BCA Group Audited Interim Financial Information and the BCA Group Unaudited Interim Financial Information Beneficial Shareholders ...... certain members of Senior Management and certain current and former employees of the Group who are beneficially entitled to Ordinary Shares held by the EBT as nominee for such persons Board or Directors ...... the board of directors of the Company

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Business day ...... a day (excluding Saturdays and Sundays) on which banks are generally open for normal banking business in the City of London Capital Reduction ...... the proposed reduction of the share capital of the Company by the cancellation of the Share Premium Account CD&R ...... CDR Osprey (Cayman) L.P. Cenkos ...... Cenkos Securities plc Circular ...... the circular sent to Shareholders dated 26 March 2015, containing the notice of General Meeting Company ...... Haversham Holdings plc Completion ...... completion of the Acquisition, which is expected to occur immediately upon Admission becoming effective Consideration Shares ...... the 69,535,522 new Ordinary Shares to be issued pursuant to the Acquisition Agreement Corporations Act ...... the Corporations Act 2001 of the Commonwealth of Australia Court ...... the High Court of England and Wales CREST ...... the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear UK & Ireland is the operator CSOP ...... a company share option plan for the purposes of the Income Tax (Earnings and Pensions) Act 2003 DBP ...... the BCA Marketplace plc Deferred Bonus Plan Disclosure and Transparency Rules .... the disclosure rules and transparency rules produced by the FCA and forming part of the handbook of the FCA as, from time to time, amended Discretionary Plans ...... the LTIP and DBP EBT ...... the employee benefit trust to be established by the BCA Group as described in Part XIX of this Prospectus which will hold legal title to the Ordinary Shares of the Beneficial Shareholders as nominee Executive Directors ...... the executive Directors of the Company Executive Founders ...... Avril Palmer-Baunack, James Corsellis and Mark Brangstrup Watts. Existing Ordinary Shares ...... the 25,041,670 Ordinary Shares in issue in the capital of the Company at the date of this Prospectus EU ...... the European Union EURIBOR ...... the Euro Interbank Offered Rate Euro ...... the lawful currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended Euroclear UK & Ireland ...... Euroclear UK & Ireland Limited FCA ...... the Financial Conduct Authority Financial Statements ...... the Group Annual Financial Statements, the Group Interim Financial Statements, the WBAC Annual Financial Statements and the WBAC Interim Financial Statements

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flotation ...... when the Group is sold or completes an initial public offering and qualified stock exchange listing FSMA ...... the Financial Services and Markets Act 2000, as amended FTT ...... the Proposed Financial Transactions Tax GDPR ...... the EU General Data Protection Regulation General Meeting ...... the general meeting of the Company, to be held on 27 March 2015 Governance Code ...... the UK Corporate Governance Code published by the Financial Reporting Council and dated September 2012, as amended from time to time Group ...... the BCA Group and the Haversham Group and their respective consolidated subsidiaries and subsidiary undertakings from time to time Haversham Group ...... the Company and its subsidiary undertakings from time to time H.I.J...... H.I.J. Limited, a subsidiary of the Company H.I.J. Articles ...... the articles of association of H.I.J. H.I.J. Executive Founder Shares ...... redeemable ‘‘A’’ ordinary shares of £0.01 each in the capital of H.I.J. H.I.J. Investor Founder Shares ...... redeemable ‘‘B’’ ordinary shares of £0.01 each in the capital of H.I.J. HMRC ...... Her Majesty’s Revenue & Customs IASB ...... the International Accounting Standards Board IFRS or IFRSs ...... the International Financial Reporting Standards, as adopted by the European Union Incentive Arrangements ...... the H.I.J. Executive Founder Shares, the Discretionary Plans, the SIP, the EBT and any other employee incentive arrangements adopted by the Group from time to time Invesco ...... Invesco Asset Management Limited acting as agent for and on behalf of its discretionary managed clients Investor Founders ...... Invesco, Artemis Investment Management LLP, Aviva Investors Global Services Limited, Schroder Investment Management Limited, Premier Fund Managers Limited, Brian Kennedy, Zeus Capital Limited, Eurovestech plc, Cenkos Securities plc, Killik & Co LLP, Charles Stanley & Co Ltd and Trium Capital Managers Limited IPO ...... Initial Public Offering KPIs ...... Key Performance Indicators LIBOR ...... the London Interbank Offered Rate Listing Rules ...... the listing rules relating to admission to the Official List made under section 73A(2) of FSMA Lock-in Deed ...... the lock-in deed dated 26 March 2015 entered into by the Sellers, Cenkos and the Company as described in Part XIX of this Prospectus LTIP ...... the BCA Marketplace plc Long Term Incentive Plan LTIP Awards ...... LTIP CSOP Options, LTIP Options, LTIP Conditional Awards and LTIP Restricted Shares

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LTIP Conditional Awards ...... a conditional right to acquire Ordinary Shares LTIP CSOP Options ...... a sub-plan to the LTIP which permits the grant of options LTIP Options ...... nil cost options over Ordinary Shares LTIP Restricted Shares ...... Ordinary Shares which are subject to restrictions and the risk of forfeiture Market Value of the Company ...... (i) On any date, the 30 day volume weighted average mid-market price of the Ordinary Shares multiplied by the number of Ordinary Shares in issue on such date or (ii) following completion of a takeover of the Company or the sale of all or a material part of its business, the consideration for such takeover or net proceeds of such sale or (iii) on a winding up of H.I.J., the liquidation surplus available to shareholders of H.I.J. Marwyn Capital ...... Marwyn Capital LLP Marwyn Corporate Finance Advisory and Office Agreement ...... the corporate finance advisory and office agreement dated 23 October 2014 entered into by the Company and Marwyn Capital as described in Part XIX of this Prospectus Member States ...... member states of the EU MIM LLP ...... Marwyn Investment Management LLP MVI LP ...... Marwyn Value Investors LP New Ordinary Shares ...... the Placing Shares and the Consideration Shares New Facilities Agreement ...... the £300 million facilities agreement entered into on 26 March 2015 between, amongst others, the Company (as company and original guarantor) and HSBC Bank plc (as original lender and facility agent) and HSBC Corporate Trustee Company (UK) Limited (as security agent) Net Proceeds ...... the gross proceeds from the Placing less the costs and expenses incurred by the Group relating to among other things, the Acquisition, the Placing and Admission Non-Executive Directors ...... the non-executive Directors of the Company OC&C ...... OC&C Strategy Consultants Limited OC&C Report ...... the report dated August 2014 made available to the Company by OC&C OEM ...... original equipment manufacturer Official List ...... the Official List of the Financial Conduct Authority Ordinary Shares ...... the ordinary shares in the capital of the Company, issued and to be issued, to be admitted to the Official List and to the London Stock Exchange’s main market for listed securities PIK Facility Agreement ...... the PIK facility agreement entered into on 6 April 2011 between, among others, BCA Osprey II Limited and Wilmington Trust (London) Limited (as facility agent and security trustee) (as amended or as amended and restated from time to time) Placing ...... the placing of 685,670,000 new Ordinary Shares (being the Placing Shares) pursuant to the Placing Agreement

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: GE79101A.;111 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]GE79101A.;111 mrll_0614.fmt Free: 20D*/300D Foot: 0D/ 0D VJ RSeq: 7 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 7591

Placing Agreement ...... the conditional agreement entered into on 26 March 2015 between the Company and Cenkos, pursuant to which Cenkos has agreed to use reasonable endeavours to procure subscribers for the Placing Shares Placing Price ...... 150pence per Placing Share Placing Shares ...... the 685,670,000 new Ordinary Shares to be subscribed pursuant to the Placing participating Member States ...... the states included in the proposal by the European Commission for a common Financial Transactions Tax, namely Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia premium listing ...... a listing by the FCA by virtue of which a company has satisfied the criteria in Listing Rule 6 and is subject to the more extensive requirements of the Listing Rules applicable to such companies Prospectus Directive ...... EU Prospectus Directive (2003/71/EC) (and amendments thereto, including the 2010 PD Amending Directive) to the extent implemented in the Relevant Member State and includes any relevant implementing measure in the Relevant Member State Qualified Investors ...... persons who are ‘‘qualified investors’’ within the meaning of Article 2(1) of the Prospectus Directive Resolution ...... the resolution to be proposed at the General Meeting, to approve, inter alia, the authorities to enable the Directors to allot the New Ordinary Shares and the proposed change of the Company’s name as described in paragraph 4.9 of Part XIX of this Prospectus. Registrars ...... Capita Registrars Limited Regulation S ...... Regulation S under the Securities Act Relevant Member State ...... each Member State of the EU which has implemented the Prospectus Directive SDRT ...... Stamp Duty Reserve Tax Securities Act ...... the US Securities Act of 1933, as amended Senior Facilities Agreement ...... the senior facilities agreement originally entered into on 24 December 2009 (as amended and restated from time to time including on 12 August 2013) between, among others, BCA Osprey IV Limited, HSBC Bank plc, The Royal Bank of Scotland plc, HSBC Corporate Trustee Company (UK) Limited (as security agent) and HSBC Bank plc (as facility agent) Sellers ...... CDR Osprey (Cayman) L.P., Jonathan Olsen, Simon Hosking, D’Vidis Jacobs, Matthias Quadflieg, Spencer Lock, Jean-Roch Piat, Duncan Gray, Noel McKee, Darren McKee and others Senior Management ...... members of the Company’s management team, details of whom are set out in Part X of this Prospectus Shareholders ...... the holders of Ordinary Shares in the capital of the Company Share Premium Account ...... the share premium account of the Company following Admission SIP ...... the BCA Marketplace plc Share Incentive Plan

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: GE79101A.;111 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]GE79101A.;111 mrll_0614.fmt Free: 1760DM/0D Foot: 0D/ 0D VJ RSeq: 8 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 60139

Subsidiary ...... has the meaning given to it in section 1159 of the Companies Act 2006 Takeover Code ...... the UK City Code on Takeovers and Mergers issued and administered by the Takeover Panel (as amended from time to time) Takeover Panel ...... the UK Panel on Takeovers and Mergers Target ...... CD&R Osprey Investment S.a.r.l.` which will be acquired pursuant to the Acquisition Agreement conditional, among other things, upon Admission U.S. dollars ...... the lawful currency of the United States Uncertificated Securities Regulations . . . The Uncertified Securities Regulations 2001 (512001/3755) United Kingdom or UK ...... the United Kingdom of Great Britain and Northern Ireland United States or U.S...... the United States of America, its territories and possessions, any State of the United States of America, and the District of Columbia Warranty Deed ...... the warranty deed entered into on 26 March 2015 by certain senior employees of the BCA Group and the Company in connection with the Acquisition Agreement. WBAC Unaudited Interim Financial Information ...... the unaudited combined financial information of WBAC for the six months ended 30 June 2013 WBAC ...... We Buy Any Car Limited, a company registered in England and Wales with company number 05727953, and its subsidiaries WBAC Annual Financial Information . . the audited combined financial information of WBAC as of and for the years ended 31 December 2011, 2012 and 2013 WBAC Audited Interim Financial Information ...... the audited combined financial information of WBAC as of and for the six months ended 30 June 2014 WBAC Financial Information ...... the WBAC Annual Financial Information, the WBAC Audited Interim Financial Information and the WBAC Unaudited Interim Financial Information WBAC SPA ...... a share purchase agreement dated 14 May 2013 entered into by the BCA Group for the acquisition of 100% of the shares in the parent company of WBAC, Pennine Metals B Limited, from its founding shareholders Zeus or Zeus Capital ...... Zeus Capital Limited

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Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: GE79101A.;111 v6.8 MERRILL CORPORATION RWELLSA//26-MAR-15 06:47 DISK131:[15ZAM1.15ZAM79101]HO79101A.;4 mrll_0614.fmt Free: 3845DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;131 18 C Cs: 11784

19FEB201512544761

Merrill Corporation Ltd, London 15ZAM79101

Kentucky Prospectus Proj: P4891LON15 Job: 15ZAM79101 (15-4891-1) Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62. File: HO79101A.;4 v6.8