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. 1 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.

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