THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000, as amended (“FSMA”) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. This document comprises a prospectus (the “Prospectus”) relating to DRI Healthcare Plc (the “Company”), prepared in accordance with the prospectus regulation rules of the Financial Conduct Authority (the “FCA”) made pursuant to section 73A of FSMA (the “Prospectus Regulation Rules”). This Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/ 1129 (the “Prospectus Regulation”), and has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is the subject of this Prospectus and such approval should not be considered as an endorsement of the quality of the Shares that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Shares. Capitalised terms contained in this Prospectus shall have the meanings ascribed to them in Part XII (Definitions) of this Prospectus, save where the context indicates otherwise. Applications will be made for the Shares issued pursuant to the Initial Issue or any Subsequent Placing to be admitted to the premium listing category of the Official List of the FCA and to be admitted to trading on the London Stock Exchange’s main market for listed securities (the “Main Market”). It is not intended that any class of shares in the Company be admitted to listing or trading in any other jurisdiction. It is expected that Initial Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence at 8:00 a.m. on 11 March 2020. DRI HEALTHCARE PLC (incorporated in England and Wales with registered no.12362945 and registered as an investment company under section 833 of the Companies Act 2006) Initial Issue (including an Initial Placing, Offer for Subscription and Intermediaries Offer) targeting 350 million Ordinary Shares at US$1.00 per Ordinary Share Forming part of a Share Issuance Programme of up to 1,000 million Ordinary Shares and/or C Shares (including any Ordinary Shares issued pursuant to the Initial Issue) Admission to the premium listing category of the Official List of the FCA and to trading on the Main Market Global Coordinator and Joint Bookrunner Sponsor and Joint Bookrunner Jefferies International Limited Numis Securities Limited Participants in the Initial Issue or any Subsequent Placings may elect to subscribe for Shares in Sterling at a price per Share equal to the Initial Issue Price or Share Issuance Price (as applicable) at the Relevant US$/Sterling Exchange Rate. The Company and each of the Directors whose names appear on page 45 of this Prospectus, accept responsibility for the information and opinions contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and that the Prospectus makes no omission likely to affect its import. DRI Capital, Inc. (the “Investment Manager”) accepts responsibility for the information and opinions contained in: (a) the risk factors contained under the following headings: “Risks relating to the investment strategy”, “Risks relating to the Products and the life science industry”, “Risks relating to Royalty Assets and Debt Assets”, “Risks relating to the Seed Assets” and “Risks relating to the Investment Manager”; (b) Part II (Market Overview and Opportunity); (c) Part III (Seed Assets); and (d) section 2 (The Investment Manager) of Part VI (Directors, Management and Administration) of this Prospectus relating to it and all statements made by it. To the best of the knowledge of the Investment Manager, the information or opinions contained in this Prospectus related to or attributed to it are in accordance with the facts and that the Prospectus makes no omission likely to affect its import. Jefferies International Limited (“Jefferies”) and Numis Securities Limited (“Numis”) (together, the “Joint Bookrunners”), which are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Initial Issue, the Subsequent Placings and each Admission. The Joint Bookrunners will not be responsible to anyone (whether or not a recipient of this Prospectus) other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Initial Issue, the Subsequent Placings and each Admission, the contents of this Prospectus or any matters referred to in this Prospectus. None of the Joint Bookrunners are responsible for the contents of this Prospectus. This does not exclude any responsibilities which the Joint Bookrunners may have under FSMA or the regulatory regime established thereunder. Apart from the liabilities and responsibilities (if any) which may be imposed on the Joint Bookrunners by FSMA or the regulatory regime established thereunder, each of the Joint Bookrunners make no representations, express or implied, nor accept any responsibility whatsoever for the contents of this Prospectus nor for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Initial Issue, the Subsequent Placings or any Admission. Each Joint Bookrunner and its Affiliates accordingly disclaim all and any responsibility or liability (save for any statutory liability), whether arising in tort, contract or otherwise which it or they might otherwise have in respect of this Prospectus or any such statement. The Offer for Subscription will remain open until 11:00 a.m. on 5 March 2020 and the Placing will remain open until 3:00 p.m. on 5 March 2020. Persons wishing to participate in the Offer for Subscription should complete the Application Form set out in Appendix 1 to this Prospectus. To be valid, Application Forms must be completed and returned with the appropriate remittance so as to be received by the Receiving Agent no later than 11:00 a.m. on 5 March 2020, either by post or by hand (during normal business hours) to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The actual number of Shares to be issued pursuant to the Initial Issue or any relevant Subsequent Placing will be determined by the Company, the Investment Manager and the Joint Bookrunners after taking into account the demand for the Shares and prevailing economic market conditions. Further details of the Initial Issue and the Subsequent Placings are contained in Part VII (The Initial Issue Arrangements and Subsequent Placings under the Share Issuance Programme) of this Prospectus. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, any “U.S. persons” as defined in Regulation S under the Securities Act (“US Persons”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register under the Investment Company Act. In connection with the Initial Issue and any Subsequent Placings, subject to certain exceptions, offers and sales of the Shares will be made only (i) outside the United States in “offshore transactions” to non-US Persons pursuant to Regulation S under the Securities Act; and (ii) to persons who are both “qualified institutional buyers” (“QIBs”)asdefined in Rule 144A under the Securities Act and “qualified purchasers” as defined under Section 2(a)(51) and related rules of the Investment Company Act (“QPs”) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has been and will be no public offering of the Shares in the United States. Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved this Prospectus or the issue of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of this Prospectus.