Catena : Admission Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser who is authorised under FSMA if you are in the United Kingdom, or, if outside the United Kingdom, from another appropriately authorised independent adviser.

This Document, which comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies, has been issued in connection with an application for admission to trading on AIM of the entire issued and to be issued share capital of Catena Group plc. This Document does not constitute an offer or any part of any offer of transferable securities to the public within the meaning of section 102B of FSMA or otherwise. Accordingly, this Document does not constitute a prospectus for the purposes of section 85 of FSMA or otherwise, and has not been drawn up in accordance with the Prospectus Rules or filed with or approved by the FCA or any other competent authority.

The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM following the Resolutions being approved by Shareholders. It is expected that Admission will become effective and that trading in the Enlarged Share Capital will commence on AIM at 8.00 a.m. on 10 May 2021.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Document.

The Company (whose registered office appears on page 10 of this Document), the Directors and Proposed Directors, whose names appear on page 10 of this Document, accept responsibility, both collectively and individually, for the information contained in this Document and compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Company, the Directors and Proposed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect the import of such information. In connection with this Document, no person is authorised to give any information or make any representation other than as contained in this Document.

The whole of this Document should be read. Investment in the Company is speculative and involves a high degree of risk. Your attention is drawn in particular to Part II of this Document entitled "Risk Factors", which describes certain risks associated with an investment in Catena Group plc.

CATENA GROUP PLC

(incorporated and registered in England and Wales under the Companies Act 1985 with registered number 03882621)

Proposed acquisition of Insight Capital Partners Limited

Proposed Placing of 9,172,375 new Ordinary Shares at 67 pence per share

to raise £6.1 million

Approval of waiver obligations under Rule 9 of the Takeover Code

Admission of the Enlarged Share Capital to trading on AIM

Change of name to Insig AI plc

and

Notice of General Meeting

Nominated Adviser and Broker

The Placing is conditional, inter alia, on Admission taking place by 8.00 a.m. on 10 May 2021 (or such later date as the Company and Zeus Capital Limited ("Zeus Capital") may agree, being not later than 8.00 a.m. on 31 May 2021). The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares then in issue and will rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission. A Notice convening the General Meeting to be held at 23 King Street London SW1Y 6QY at 9.00 a.m. on 7 May 2021 is set out at the end of this Document. The accompanying Form of Proxy for use in connection with the General Meeting should be completed and returned to the Company's registrars, Share Registrars Limited as soon as possible and to be valid must arrive not less than 48 hours before the time appointed for the General Meeting.

Zeus Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as nominated adviser and broker in connection with the Acquisition, the Placing, Admission and the matters set out in this Document. Zeus Capital will not be responsible to any other person for providing the protections afforded to customers of Zeus Capital or advising any other person in connection with the Acquisition, Placing, and Admission. Zeus Capital will not regard any other person as its client or be responsible to any other person for providing the protections afforded to clients of Zeus Capital nor for providing advice in relation to the transactions and arrangements set out in this Document for which the Company, the Existing Directors and the Proposed Directors are solely responsible and, without limiting the statutory rights of any recipient of this Document, no liability is accepted by Zeus Capital for the accuracy of any information or opinions contained in this Document or for omissions of any material information for which it is not responsible. Zeus Capital's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange and not to the Company, the Existing Directors or Proposed Directors or to any other person in respect of such person's decision to acquire Placing Shares or Ordinary Shares in reliance on any part of this Document. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus Capital by the FSMA or the regulatory regime established under it, Zeus Capital does not accept any responsibility whatsoever for the contents of this Document, and no representation or warranty, express or implied, is made by Zeus Capital with respect to the accuracy or completeness of this Document or any part of it. However, nothing in this Document shall be effective to limit or exclude any liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

This Document does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for publication or distribution in or into the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan. The Shares have not been and will not be registered under the United States Securities Act 1933 (as amended) nor under the applicable securities laws of any states of the United States of America or any province or territory of Canada, Australia, New Zealand, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations. Accordingly, the Shares may not be offered or sold directly or indirectly in or into the United States of America, Canada, Australia, New Zealand, the Republic of South Africa, Japan or to any national, resident or citizen of the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan. The distribution of this Document in other jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States of America regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Document. Any representation to the contrary is a criminal offence in the United States of America.

This Document is available on the Company's website, www.catenagroup.co.uk from the date of publication.

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IMPORTANT INFORMATION

This Document should be read in its entirety before making any decision to subscribe for or purchase Ordinary Shares. Prospective investors should rely only on the information contained in this Document. No person has been authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Zeus Capital or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company's obligations under the AIM Rules for Companies, neither the delivery of this Document nor any acquisition of Ordinary Shares made under this Document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company, the Group or the Enlarged Group since the date of this Document or that the information contained herein is correct as at any time subsequent to its date.

Prospective investors in the Company must not treat the contents of this Document or any subsequent communications from the Company, Zeus Capital or any of their respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.

Notice to prospective investors in the United Kingdom

This Document is being distributed to, and is directed only at, persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"); and/or (ii) are high net worth entities, unincorporated associations and other bodies falling within Article 49 of the FPO; and (iii) are other persons to whom it may otherwise be lawfully be distributed without an obligation to issue a prospectus or other offering Document approved a regulatory (each a "relevant person"). Any investment or investment activity to which this Document relates is available only to relevant persons and will be engaged in only with such persons. Persons who are not relevant persons should not rely on or act upon this Document.

Overseas Shareholders

This Document does not constitute an offer to sell, or a solicitation to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this Document is not, subject to certain exemptions, for distribution in or into the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan. The Ordinary Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, New Zealand, the Republic of South Africa or Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain exemptions, be offered or sold directly or indirectly in or into the Restricted Jurisdictions, or to any other national, citizen, or resident of the Restricted Jurisdictions. The distribution of this Document in certain jurisdictions may be restricted by law. No action has been taken by the Company or Zeus Capital that would permit a public offer of Ordinary Shares or possession or distribution of this Document where action for that purpose may be required. Persons into whose possession this Document 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.

Holding Ordinary Shares may have implications for overseas Shareholders under the laws of the relevant overseas jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Shareholder to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

Forward-looking statements

Certain statements in this Document are or may constitute "forward-looking statements", including statements about current beliefs and expectations. In particular, the words "expect", "anticipate", "estimate",

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"may", "should", "could", "plans", "intends", "will", "believe" and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward-looking statements. They appear in a number of places throughout this Document and include, but are not limited to, statements regarding intentions, beliefs or current expectations concerning, among other things, the Company's, the Existing Directors' and the Proposed Directors' intentions, beliefs or current expectations concerning, amongst other things, the Enlarged Group's prospects, growth and strategy.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Enlarged Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Document. In addition, even if the development of the markets and the industry in which the Enlarged Group operates are consistent with the forward-looking statements contained in this Document, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in the Enlarged Group's business strategy, political and economic uncertainty and other factors discussed in Part I and Part II of this Document.

Any forward-looking statements in this document reflect current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Enlarged Group's operations and growth strategy. Investors should specifically consider the factors identified in this Document which could cause results to differ before making an investment decision. Subject to the requirements of applicable law or regulation, the Enlarged Group undertakes no obligation publicly to release the result of any revisions to any forward-looking statements in this Document that may occur due to any change in the expectations of the Existing Directors and Proposed Directors or to reflect events or circumstances after the date of this Document.

Any forward-looking statement in this Document based on past or current trends and/or activities of the Enlarged Group should not be taken as a representation or assurance that such trends or activities will continue in the future. No statement in this Document is intended to be a profit forecast or to imply that the earnings of the Enlarged Group for the current year or future years will match or exceed the historical or published earnings of the Enlarged Group.

Presentation of financial information

Unless otherwise stated, the financial information set out in this Document has been prepared in accordance with IFRS.

In accordance with Rule 28 of the AIM Rules for Companies, the historical financial information of Catena has been omitted from this Document as the Company has previously provided this information in accordance with Rules 18 and 19 of the AIM Rules for Companies. The following documents are however incorporated by reference in this Document in compliance with Rule 24.15 of the Takeover Code, and are available from the Company's website at www.catenagroup.co.uk/investors/corporate-documents:

		Page number in the
Reference document	Information incorporated by reference	reference documents
Catena Group plc interim results for	Consolidated Statement of Comprehensive Income	Page 4
the 12 month period ended	Consolidated Balance Sheet	Page 5
31 December 2020	Consolidated Statement of Changes in Equity	Page 6
	Consolidated Cash Flow Statement	Page 7
	Notes to the Consolidated Financial Statements	Pages 8 to 9
Catena Group plc interim results for	Consolidated Statement of Comprehensive Income	Page 4
the 6 month period ended	Consolidated Balance Sheet	Page 5
30 June 2020	Consolidated Statement of Changes in Equity	Page 6
	Consolidated Cash Flow Statement	Page 7
	Notes to the Consolidated Financial Statements	Pages 8 to 10

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		Page number in the
Reference document	Information incorporated by reference	reference documents
Catena Group plc Annual Report	Audited Remuneration Information	Pages 32 to 33
and Accounts for the year ended	Independent Auditors' Report	Pages 14 to 17
31 December 2019	Consolidated Statement of Comprehensive Income	Page 18
	Consolidated Balance Sheet	Page 19
	Consolidated Statement of Changes in Equity	Page 20
	Consolidated Cash Flow Statement	Page 23
	Notes to the Consolidated Financial Statements	Pages 25 to 47
Catena Group plc Annual Report	Audited Remuneration Information	Pages 30 to 31
and Accounts for the year ended	Independent Auditors' Report	Pages 14 to 16
31 December 2018	Consolidated Income Statement	Page 17
	Consolidated Statement of Comprehensive Income	Page 17
	Consolidated Balance Sheet	Page 18
	Consolidated Statement of Changes in Equity	Page 19
	Consolidated Cash Flow Statement	Page 22
	Notes to the Consolidated Financial Statements	Pages 24 to 42

The consolidated historical financial information of Insight for the three years and six months ended 30 September 2020, is set out in Part III of this Document.

Rounding

Certain figures contained in this Document, including financial, statistical and operating information, have been subject to rounding adjustments. Accordingly, in certain circumstances, the sum of the numbers in a column or row in a table contained in this Document may not conform exactly to the total figure given for that column or row.

Market and industry information

Unless the source is otherwise identified, the market, economic and industry data and statistics in this Document constitute managements' estimates, using underlying data from third parties. The Company obtained market and economic data and certain industry statistics from internal reports, as well as from third-party sources as described in the footnotes to such information. All third-party information set out in this Document has been accurately reproduced and, so far as the Company is aware and has been able to ascertain from information published by the relevant third-party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such third-party information has not been audited or independently verified and the Company and the Existing Directors and Proposed Directors accept no responsibility for its accuracy or completeness.

Market and industry data is inherently predictive and speculative, and is not necessarily reflective of actual market conditions. Statistics in such data are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. The value of comparisons of statistics for different markets is limited by many factors, including that: (i) the markets are defined differently;

1. the underlying information was gathered by different methods; and (iii) different assumptions were applied in compiling the data. Consequently, the industry publications and other reports referred to above generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and, in some instances, these reports and publications state expressly that they do not assume liability for such information. Specifically, Zeus Capital has not authorised the contents of, or any part of, this document and accordingly no liability whatsoever is accepted by Zeus Capital for the accuracy or completeness of any market data attributed to them which is included in this Document.

No incorporation of website information

The contents of the Company's website, any website mentioned in this Document or any website directly or indirectly linked to these websites have not been verified and do not form part of this Document, and prospective investors should not rely on such information.

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