MXC Capital : Proposed Tender Offer Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. The contents of this Circular are not to be construed as legal, business or tax advice. Shareholders should rely only on the information in this Circular. No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such information or representations must not be relied on as having been authorised by the Company.

If you have sold or otherwise transferred all of your Ordinary Shares in MXC Capital Limited, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible for onward transmission to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares you should retain these documents.

MXC CAPITAL LIMITED

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended with registered

number 58895)

Proposed purchase of 1 in every 46 Ordinary Shares at a price of

116 pence per share pursuant to a Tender Offer,

Proposed B Share Consolidation,

Proposed Amendment to the Articles

and

Notice of General Meeting

You should read the whole of this document. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 9 to 14 (inclusive) of this document and which recommends you vote in favour of the Tender Offer Resolution, the B Share Consolidation Resolution and the Amendment to the Articles Resolution to be proposed at the General Meeting referred to in this document. Whether or not you intend to attend the General Meeting, you are encouraged to complete and return the enclosed Form of Proxy in accordance with the instructions printed on the form.

This document should be read in conjunction with the Notice of General Meeting and Form of Proxy. Notice of a General Meeting of the Company, to be held at the offices of Carey Group, 1st and 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW at 9.00 a.m. on 17 October 2019, is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the resolution to be proposed at the General Meeting. To be valid the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible but in any event no later than 9.00 a.m. on 15 October 2019. The completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they subsequently wish to do so.

IF YOU DO NOT WISH TO TENDER ANY OF YOUR ORDINARY SHARES, DO NOT COMPLETE OR RETURN A TENDER FORM NOR SEND A TTE INSTRUMENT.

Zeus Capital is the trading name of Zeus Capital Limited, which is a private company authorised and regulated by the Financial Conduct Authority. Zeus Capital is acting as nominated adviser and broker to the Company in connection with the matters described in this document. Persons receiving this document should note that Zeus Capital will not be responsible to anyone other than the Company for providing the protections afforded to customers of Zeus Capital or for advising any other person on the arrangements described in this document. Zeus Capital has not authorised the contents of, or any part of this document and no liability whatsoever is accepted by Zeus Capital for the accuracy of any information or opinions contained in this document or for the omission of any information. No representation or warranty, express or implied, is made by Zeus Capital as to, and no liability whatsoever is accepted by Zeus Capital in respect of any of, the contents of this document (without limiting the statutory rights of any person to whom this document is issued).

NOTICE FOR UNITED STATES SHAREHOLDERS

The Tender Offer relates to securities in a non-United States company which is incorporated in Guernsey and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law, Guernsey law and the AIM Rules for Companies, and US persons who are Overseas Shareholders should read this entire Circular, including paragraph 10 of Part III (Overseas Shareholders) of this Circular. The financial information relating to the Company included in this Circular has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to United States companies. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1 under the Exchange Act. US persons who are Overseas Shareholders should note that the Company is not listed on a United States securities exchange and is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the Securities and Exchange Commission (the "SEC") thereunder.

It may be difficult for US persons who are Overseas Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under United States federal securities laws since the Company is located outside the United States and most of its officers and directors may reside outside the United States. It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its affiliates to subject themselves to a United States court's judgment.

In accordance with normal United Kingdom and/or Guernsey market practice (as applicable) and pursuant to Rule 14e-5(b)(12) under the Exchange Act, the Company or its nominees or brokers may from time to time make certain purchases of, or arrangements to purchase Ordinary Shares outside the United States, otherwise than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom and Guernsey rules, including the AIM Rules for Companies. Information regarding such purchases and activities which is required to be made public in the United Kingdom will be reported to a Regulatory Information Service and will be available to all investors (including United States investors) on the London Stock Exchange website at www.londonstockexchange.com. This information will also be deemed to be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Neither the SEC nor any United States state securities commission has approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or passed upon the adequacy of the information contained in this Circular. Any representation to the contrary is a criminal offence.

2

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by, the Company to be materially different from future results, performance or achievements, or dividend payments expressed or implied by such forward- looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as of the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward- looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

3

CONTENTS

	Page
Expected timetable of events	5
Definitions	6
Part I - Letter from the Chairman of MXC Capital Limited	9
Part II - Risk Factors	15
Part III - Details of the Tender Offer	16
Notice of General Meeting	32

4

EXPECTED TIMETABLE OF EVENTS

		2019
Tender Offer opens	2	October
Latest time and date for receipt of forms of proxy for the General Meeting	9.00 a.m. on 15 October
Latest time and date for receipt of Tender Forms and TTE Instructions
from CREST Shareholders	1.00 p.m. on 15 October
Record Date for the Tender Offer	6.00 p.m. on 15 October
General Meeting	9.00 a.m. on 17 October
Outcome of Tender Offer announced	by 8.00 a.m. on 18 October
Cheques dispatched for certificated Ordinary Shares purchased
pursuant to the Tender Offer and payment through CREST for
uncertificated Ordinary Shares purchased pursuant to the Tender Offer	by 25	October
CREST accounts credited for revised holdings of Ordinary Shares	by 25	October
Dispatch of balance share certificates for unsold Ordinary Shares	by 25	October

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service of the London Stock Exchange. All references in this document are to London time unless otherwise stated.

5