Strategy and Considerations

The Directors are individually and collectively concerned about business ethics, global environmental sustainability and how businesses are and should be governed to ensure compliance with legal and ethical business standards for the benefit of the world community.

ESG principles are increasingly pervading how businesses operate and how investors assess, support and value businesses. The Directors believe that, in particular, technology-based businesses have significant potential to influence the ESG narrative because of how their products and services attract early adoption and permeate other sectors.

This alignment with the views and the experience of the Directors, drives the Company’s strategy to deploy its capital towards a technology-based business which has appropriately strong ESG credentials and impact.

As a result, appropriate ESG credentials will be the critical component of the Directors’ investment research process. The Directors intend finding an acquisition target for the Company which in addition to the usual investor focus meets some or all of the following criteria:

– Appropriate management systems to address and capture environmental and social concerns and opportunities;

– The potential for growth, but with a reducing carbon footprint;

– ESG controls embedded in its corporate governance and management structure;

– Demonstrable, verified and acceptable data and information regarding its ESG credentials;

– Provide environmental benefits in terms of energy efficiency, lower emissions, environmental improvement/remediation and/or recycling or waste reduction, reduction in water pollution or water scarcity, positive contribution to climate change, carbon emission reduction, reduction in air pollution;

– Mechanical/physical processes or technological/software application to achieve any or all of the above; and

– Appropriate societal benefits (both internal, for example as regards employees, and external as regards other stakeholders).

ESG orientated investing is now in excess of $30 trillion (source: Mckinsey), an increase of 68 per cent. since 2014 and tenfold since 2004. The Directors believe this trend is irreversible and ESG assessment is now embedded in the Western institutional investment community.

The Directors consider that businesses with a strong ESG impact and a proven commitment to maintaining and improving their ESG credentials are more likely to perform well and will be more likely to attract consumer and investor attention (possibly attracting a lower cost of capital), thereby helping to safeguard the business’ long-term future and growth. The Directors believe that such a business is more likely to succeed in the short, medium and long terms as they are likely to be more attractive not only to consumers and investors but also to relevant governmental and regulatory authorities, each of which is likely to significantly influence the opportunity for top and bottom line growth. There also exists a distinct relationship between ESG performance and workplace sentiment and motivation, which again, supports enhanced attraction, retention and performance of employees, thereby reducing risk.

Therefore the Directors will target socially conscious technology based organisations which are capable of generating sustainable long term growth for investors. The Company’s initial focus will be to identify opportunities to acquire companies with undervalued or pre-commercialisation technologies, or current commercialisation technologies which, when applied, produce cost savings or revenue enhancement for customers. These commercial advantages could offer market and sector beating performance potential whilst fulfilling the Company’s ESG assessment criteria.

It is possible the Board may consider acquisitions that do not conform to all of the above criteria. However, in all cases, opportunities should offer the ability for the shareholders of the Company to benefit from an acquisition through increased shareholder value (measured in terms of profitability, dividend income or increased share price) in the medium to long term.

Following an acquisition and in the event that any subsequent acquisition is deemed a Reverse Takeover, the Company intends to seek re-admission of the Group to listing on the Official List and trading on the Main Market of the London Stock Exchange or admission to another stock exchange dependent upon the nature of the acquisition and its stage of development.

Geography

The Company is not geographically focused; however, as set out above, the Company will initially focus on businesses located in the United Kingdom and continental Europe.