AiMGuide-201244-164241

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AIM

A BRIEF GUIDE

Freeth Cartwright LLP

WARNING

This brief guide is intended to be a basic summary for directors of companies incorporated in England and

Wales which are considering admission to AIM, of some of the legislation, rules and regulations which are

applicable. This brief guide is not intended to be an authoritative and comprehensive guide to AIM or any

other legislation or regulations applicable to companies admitted to AIM or considering admission to AIM.

For that, professional advice should be obtained in each and every case.

© Freeth Cartwright LLP August 2011

NCF/6/10752131

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1. ADVISERS

1.1. The company will first have to appoint advisers with the necessary skills and

experience. A personal rapport between management and its advisers is

important.

1.2. Under the AIM Rules for Companies (‘AIM Rules’) the company is required to

appoint and retain a Nominated Adviser (otherwise known as a ‘Nomad’). It is

the Nominated Adviser’s responsibility to manage the flotation and to advise on

matters such as the suitability of the company to be admitted to AIM, the

timetable for the float, the structure and composition of the company’s board

and (together with the broker) the pricing of its shares.

In addition to its responsibilities to the company the Nominated Adviser also

owes obligations to the London Stock Exchange (“the Stock Exchange”). For

example, the Nominated Advisor is required to confirm certain matters to the

Stock Exchange under Schedule 2 of the AIM Rules for Nominated Advisors

(‘Nomad Rules’) including that:

the directors have received satisfactory advice and guidance as to the

nature of their obligations to ensure compliance with the AIM Rules

on an ongoing basis;

to the best of the Nominated Adviser’s knowledge and belief, having

made due and careful enquiry, all relevant requirements of the AIM

Rules and the Nomad Rules have been complied with; and

the Nominated Adviser is satisfied that the company, and the

securities which are the subject of the application, are appropriate tobe admitted to AIM.

Under the Nomad Rules, the Nominated Adviser will, therefore, want to ensure

that it is aware of all relevant issues in relation to the company and its

admission.

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The Nominated Adviser also has ongoing responsibilities to both the company

and the London Stock Exchange including the following:

it must be available at all times to advise and guide the directors of

the company to ensure compliance with the AIM Rules;

the provision to the London Stock Exchange of such information as it

may require;

it must satisfy itself that the company has sufficient procedures in

place to comply with the AIM Rules – for example the release of

unpublished price sensitive information, and the regulation of ClosePeriods (see Chapters 5,6 and 7)

1.3. The role of the Nominated Broker is to manage the relationship between the

company and the market, including potential investors. This includes assessing

demand for the company’s shares, marketing the shares to investors and

keeping the company informed of market conditions. Nominated Brokers

specialise in specific sectors and this may well influence the company’s choice

of broker.

Often the Nominated Adviser and the Nominated Broker are one and the same

organisation.

1.4. The Reporting Accountants’ function is to review the company’s financial

record and to produce the Long Form Report, the Short Form Report (which

will be included in the Admission Document) and the Working Capital Report.

1.5. Solicitors will be appointed to both the company and the Nominated Adviser.

The company’s solicitors will advise the company on all aspects of the flotation

including pre-flotation restructuring, carrying out due diligence on the company

and verifying the Admission Document. The Nominated Adviser’s solicitors will

advise on legal agreements between the company and the Nominated Adviser and will also help in preparing the Admission Document.

1.6. The company will need to appoint financial PR advisers, both to generate

positive publicity in relation to the f lotation and to assist in raising awareness of

the company and to promote the liquidity of the company’s shares after

admission.

1.7. The company will also need to appoint registrars and printers.

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1.8. The company will enter into engagement letters with its advisers. The main

role of these are to set out the scope of services which each of the advisers

are to provide, the fees payable to the advisers and any limitations on their

liability or indemnities which the company is to provide.

2. ADMISSION DOCUMENT

2.1. Introduction

If a Market is to run successfully, it is vital that investors have all material

information available to them both when the company comes to the Market and

afterwards. The process of coming to the Market can, at times, be something

of a grind. This is because of the amount of due diligence required to ensure

that the Market has all the material information which investors need to be able

to make a decision as to whether or not to invest in the company. This

information is contained in what is known as the Admission Document. The

AIM Rules detail what the Admission Document must contain. In the case of

most admissions to AIM, all that is required is an Admission Document. In the

case of companies listed on AIM Designated Markets – eg the Official List,NYSE, Nasdaq, Euronext etc – a detailed pre-admission announcement 20

clear days before the expected admission date must be made but no

Admission Document is required. In some cases (Open Offers or Rights Issues

for example) a full prospectus, pre-vetted by the Financial Services Authority

(FSA), is required. The principle requirement of the AIM Rules is that the

Admission Document must comply with the Prospectus Rules (except for a

number of significant specified provisions) which came into force in the UK on

1 July 2005 and replaced the Public Offers of Securities Regulations 1995. The

Prospectus Rules (as modified for AIM) set out certain specific requirements,

including:

2.1.1. financial information (to which the AIM Rules add a requirement for

a working capital statement and certain additional requirements

where the Admission Document includes profit forecasts, estimates

or projections);

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2.1.2. details of shares to be offered;

2.1.3. details of directors (to which the AIM Rules add certain additional

requirements);

2.1.4. details of the expenses of the flotation;

2.1.5. general details about the company and a business overview;

2.1.6. what the money raised is to be used for.

2.2. Responsibilities for the Admission Document

The Prospectus Rules (as modified for AIM) require those responsible for the

Admission Document (usually the directors) to be named and to declare thatthey have “taken all reasonable care to ensure that the information contained

in the part of the prospectus for which they are responsible is, to the best of

their knowledge, in accordance with the facts and contains no omission likely

to affect its import”. The AIM Rules (Schedule 2 paragraph (k)) require the

applicant company to disclose (apart from the specified information) “…any

other information which it reasonably considers necessary to enable investors

to form a full understanding of:

2.2.1. the assets and liabilities, financial position, profits and losses and

prospects of the applicant and its securities for which admission is

being sought;

2.2.2. the rights attaching to those securities; and

2.2.3. any other matter contained in the Admission Document”.

Sections 397(1) and 397(2) of the Financial Services and Markets Act 2000

(FSMA) impose criminal liability in respect of:

misleading or deceptive statements, promises or forecasts dishonestly

or recklessly made;

concealment of material facts (dishonestly or recklessly) for thepurpose of inducing someone to make or refrain from taking an

investment; and

behaviour which creates a false market (s397(3) FSMA)

punishable by up to 7 years in prison and/or a fine. Criminal liability may also

be incurred under section 19 of the Theft Act 1968 or the Fraud Act 2006.

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It is an offence, under s398 FSMA to give the Financial Services Authority (“FSA”) false

or misleading information. Under s400 FSMA if an offence is committed by a company

under FSMA and is shown to have been committed with the consent or connivance of

an officer of the company or is attributable to his/her neglect, that officer is liable as

well.

Civil liability may be incurred for false or misleading statements or omissions under

section 90 FSMA; misrepresentation (Misrepresentation Act 1967); negligent or

fraudulent mis-statement or deceit (tortious remedies); Dissemination, MisleadingBehaviour or Market Distortion under the Market Abuse regime contained in section 118

of FSMA (see paragraph 6.3) or breach of directors duties. Liability may also be

incurred to the Nomad and institutions with whom shares have been placed under the

contractual warranties contained in the Placing Agreement.

Compensation is payable to anybody who may suffer loss – ie, principally investors. So

who may be responsible? The answer is the company, its directors and anybody else

who authorises the contents of any particular part of a Prospectus. A typical example of

the latter is the auditors of the company in connection with the Accountants Report.

A rigorous due diligence and verification exercise is in the interests of all parties to the

transaction; the Nominated Advisers whose credibility depends on bringing to the

Market companies who are going to survive and prosper on it; the investors and the

people whose funds they manage and, last but not least, the companies themselves

and their directors who may incur personal liability if the Admission Document is

materially wrong. Verification is the painstaking and laborious process whereby each

statement in the Admission Document is checked to ensure that it is true, accurate andnot misleading. The justification for each such statement is then recorded in Verification

Notes. The process is usually conducted by the company’s solicitors and reviewed by

the Nominated Adviser’s solicitors.

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3. INSURANCE

What is a director’s potential liability? And is there any way a director can seek to

protect himself?

A claim might materialise or trouble may arise with a regulatory authority (for example,

a licencing or planning authority), which might have a significant impact on the

company’s trading prospects. If somewhere within the company’s organisation

somebody knows something about these potential problems, the directors may have a

potential liability if the Admission Document says nothing about it. If the shares reduce

in value as a result, the investor (quite possibly an institution) will have a claim for its

loss.

Two types of cover are available:-

3.1. Directors and Officers Liability Insurance

This policy is taken out by a company to protect its directors from claims for negligence. It is not geared specifically to flotations. Directors may well find,

therefore, that the sum insured comes nowhere near to matching the funds

raised on flotation (and hence the potential loss). The cover is used only to

protect the directors. However, cover can now also be obtained for the

company as well. Directors and Officers Liability Insurance (which has to be

renewed from year to year) is usually available through the company’s

insurance brokers.

3.2. Prospectus Liability Insurance

This policy is specifically geared to Prospectuses and the Admission

Document. It covers both the company and its directors. Cover usually lasts for

six years (the period during which claims can be brought) and payment is

usually by a one-off premium payment. Since premiums are usually expensive,

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it is relatively uncommon to purchase cover. Prospectus Liability Insurance is

usually only available through specialist underwriters in the City.

The terms of each policy and the application forms should be looked at by the

company’s solicitors. One application form for Prospectus Liability Insurance which we

have seen sought to exclude liability for negligence – ie the very liability which the

directors are seeking to protect themselves from. On negotiation, the insurers were

prepared to amend the clause concerned, so that pure negligence was not excluded.

The deliberate withholding of information, however, will not be covered.

4. SHARE OPTIONS

Public companies need to hire the best talent they can. Share option and incentive

schemes are a vital ingredient of any executive director's salary and benefits package

and are also used by many public companies to reward and incentivise some or all of

their other staff. In the case of high technology companies in particular, share option

and incentive schemes are a key part of a company’s strategy to retain key staff in a

highly mobile industry.

The following is a summary only of the various schemes available and specific advice

should be taken if you wish to implement any one of them:

4.1. Enterprise Management Incentives Share Option Schemes (EMI)

This is a highly flexible scheme which gives major tax benefits, so where it can

be used it is very popular.

Key features include:

No income tax or national insurance liability on the exercise of the

options provided that certain conditions are satisfied.

A high level of flexibility – for example, the option price can be the

nominal value of a share even if this is lower than market value.

The shares are subject to Capital Gains Tax (CGT) rather than

income tax. CGT is due only when the shares are sold, and applies

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to the growth in value of the shares from the date the option is

granted. This is a major benefit over other types of share option plan,

since it means that the increase in value in the shares after the option

is granted is subject to tax at the CGT tax rate (28% at present) rather

than the normal 40% or 50% income tax higher rate.

The company’s gross assets must not exceed £30,000,000.

The total value of shares in respect of which there are unexercised

qualifying options must not exceed £3,000,000.

An employee may not hold unexercised options in respect of shares

with a total value of more than £120,000 at the time the options were

granted.

The option must be for fully paid non-redeemable ordinary shares.

The option must be capable of being exercised within 10 years from

the date it is granted, and must be non-transferable.

Applies only to “Qualifying Companies” – that is, a company carrying

on a “qualifying trade” which would exclude, for example, property

development and dealing, banking, hotels, nursing and residential

homes, and financial activities.

4.2. Approved CSOP Schemes.

These are company share option plans which are approved by HM Revenue &

Customs (“HMRC”). These schemes are more restrictive and have fewer tax

benefits than EMI schemes, so they only tend to be used by companies that do

not qualify for EMI, or where the maximum EMI limits have been reached. At

the date the options are granted, the maximum value of shares covered must

not exceed £30,000 per employee. The option price must be market value atthe date the option is granted. They are only available to executive directors

and employees, and will not be available to anyone with more than 25% of the

issued share capital. There will be no income tax if the option is exercised no

earlier than 3 years and no later than 10 years after the date the option is

granted. There may be CGT on the eventual sale of the shares.

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4.3. Unapproved Option Schemes.

These do not offer any major tax benefits, but the lack of tax benefits does

mean that there is more flexibility than in the HMRC Approved CSOP and EMI

Schemes. In common with Approved CSOP and EMI Schemes, there is no

income tax on the date that the option is granted. However, when the options

are exercised, income tax is payable on the difference between the exercise

price under the option scheme and the market value on the date the option is

exercised. This means that whether or not an executive or employee decides

to hold on to his/her shares, there is income tax and national insurance to payif the value of the shares exceeds the exercise price under the option scheme.

The income tax and national insurance contributions (“NIC”) will also be

subject to the PAYE system. There may also be CGT on an eventual disposal.

In contrast to Unapproved Schemes, the Share Incentive Plan and the

Enterprise Management Incentives Scheme offer the opportunity to reward

employees without the adverse tax and national insurance consequences of

Unapproved Schemes. The ability to offer free or cheap shares and better tax

and national insurance regimes are also significant improvements on the

SAYE Schemes and Approved CSOP Schemes.

4.4. The Share Incentive Plan

This plan must (basically) be open to all employees on equal terms, unlike all

the schemes listed previously.

Free Shares – employers can give up to £3,000 worth of free shares each

year to employees free of tax and national insurance.

Partnership Shares – employees can authorise employers to deduct up to

£1,500 each year of their pre-tax weekly or monthly salary to buy shares,

meaning that employees effectively save the income tax and NIC on the

amounts deducted.

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Matching Shares – employers can give employees up to 2 free shares for

each partnership share the employee buys.

The employer can choose which of these elements of the Share Incentive Plan

it wishes to implement - it may be all 3 elements or any combination of them.

Other main features of the Share Incentive Plan:

The plan is operated through a trust. Trustees hold the shares for

employees until they are taken out of the plan or sold. Employers will have greater flexibility to use free shares to reward

employees for reaching performance targets (personal, team or

divisional performance can be rewarded).

The tax treatment of free, matching and partnership shares is aligned

so that the plan is simpler to operate and easier to communicate.

Employees who keep their shares in the plan for 5 years pay no

income tax or NIC on those shares.

Employees who take their shares out of the plan after 3 years will pay

income tax and NIC on no more than the initial value of the shares –

any increase in the value of their shares while they are in the plan will

be free of income tax and NIC.

Employees who take their shares out of the plan in less than 3 years

will pay income tax and NIC on the value of the shares when they

cease to be held in the plan.

Employees will not pay any tax on dividends paid on shares in the

plan provided those dividends are used (up to an annual limit of

£1,500 per employee in each tax year) to acquire additional shares inthe company.

Free and matching shares must be held in the plan for at least 3 years

(but no more than 5 years). Partnership shares can be withdrawn

from the plan at any time but employees doing so may incur an

income tax and national insurance charge (see above).

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The plan can provide for free and matching shares to be forfeited if

employees leave the plan within 3 years of the award, unless the

employee leaves for certain specified reasons such as redundancy or

retirement.

Matching shares may also be subject to forfeiture if the corresponding

partnership shares are withdrawn within 3 years of purchase.

Shares have to be transferred to employees when they leave their job.

If that transfer is within 5 years of the date of the award of the shares,

there may be an income tax and national insurance charge (seeabove) unless the employee leaves for certain specified reasons such

as redundancy, retirement, death or disability.

CGT - if the shares are kept in the plan until they are sold, employees

will not be liable to such CGT. If the shares are taken out of the plan

there will be no CGT charge at the time of withdrawal. If the shares are

later sold there will be a chargeable gain equal to the increase in value

after the shares were withdrawn from the plan.

4.5. SAYE Linked Share Option Schemes.

Again this scheme must be open to all employees with no preference to

directors or senior employees. Contributions up to £250 per month are paid

under a SAYE (save as you earn) contract with a building society or a bank.

The contributions are usually deducted from pay. At the end of the plan period,

the contributions can be used to buy shares at the option price set at the

beginning. Although the employee does not get tax relief on the contributions

paid, he/she gets the benefit of tax-free interest and bonuses at the end of the

SAYE contract. The scheme enables an option to be granted now to acquireshares at a price which is not less than 80% of the market value of the shares

at the time the option is granted. The proceeds of the linked SAYE contract are

used to purchase the shares at the option price. When the option is exercised

in approved circumstances, there is no income tax charge on the excess of the

market value over the price paid. On a disposal CGT may be payable (subject

to taper and other reliefs which may be available).

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4.6. Share Incentive Guidelines

The Association of British Insurers and the National Association of Pension

Funds and the Stock Exchange have issued joint non-statutory guidelines

(which are not binding). In essence, the guidelines are as follows:-

No more than 10% of the issued share capital of a company should

be subject to option or other incentive schemes within any 10-year

period.

Options should only be exercised if performance targets are hit.

Performance targets should be clearly linked to the achievement of

challenging and stretching financial performance in the context of

prospects for the company and the prevailing economic environment.

No more than 5% of the issued share capital of a company should be

available to executive directors on a discretionary basis. In the case

of small companies that can be increased up to 10% provided that the

total market value of the capital utilised for the scheme at the time of

grant does not exceed £1,000,000.

5. CORPORATE GOVERNANCE

5.1. Unlike the Official List it is not compulsory for AIM companies to comply with

corporate governance codes of practice. Nevertheless, if a company wants to

raise money on AIM, investors will expect the company to comply with

corporate governance guidelines based on the UK Corporate Governance

Code. The Quoted Companies Alliance (“QCA”) has devised a set of corporate

governance codes of practice based on the UK Corporate Governance Code

but specifically adapted for smaller companies. It is more than likely that the

Nominated Adviser or the Nominated Broker will require compliance with at

least some of these codes of practice (“QCA Guidelines”). What are these

guidelines and what are they likely to mean, in practice, for a company coming

to AIM?

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5.2. The QCA Guidelines are a series of statements of principle supported by

examples of what may constitute good corporate governance. However, it is

left to each individual company to implement its own corporate governance

structure and to explain to its shareholders why it has done so. Whilst there

are likely to be a number of features which are common to all smaller quoted

companies, nevertheless, it is open to a company to depart from the norm as

long as it has good reason for doing so and can explain its reasons for doing

so to its shareholders. This is particularly so in relation to the independence of

non-executive directors.

5.3. The QCA Guidelines are as follows:

The QCA’s view is that the purpose of corporate governance is to create and

maintain a flexible, efficient and effective framework for entrepreneurial

management that delivers growth in shareholder value over the longer term.

To achieve this, 12 essential guidelines have been identified that represent

good practice and need to be considered:

5.3.1. Flexible, efficient and effective management:

Structure and Process

The company should put in place the most appropriate governance

methods, based on its corporate culture, size and business

complexity. There should be clarity on how it intends to fulfil its

objectives and, as the company evolves, so should its governance.

Responsibility and accountability

It should be clear where responsibility lies for the management of

the company and for the achievement of key tasks. The board has

a collective responsibility for the long-term success of the companyand the roles of the chairman and the chief executive should not be

exercised by the same individual.

Board balance and size

The board must not be so large as to prevent efficient operation. A

company should have at least two independent non-executive

directors (one of whom may be the chairman provided he or she

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was deemed independent at the time of appointment) and the

board should not be dominated by one person or a group of

people.

Board skills and capabilities

The board must have an appropriate balance of functional and

sector skills and experience available to it in order to make key

decisions and plan for the future. The board should be supported

by committees (audit, remuneration and nomination) that have the

necessary character, skills and knowledge to discharge their dutiesand responsibilities effectively.

Performance and development

The board should periodically review its performance, its

committees’ performance and that of individual board members.

This review should lead to updates of induction, evaluation and

succession plans. Ineffective directors (both executive and non-

executive) must be identified and either helped to become

effective, or replaced. The board should ensure that it has

available the skills and experience necessary for its present and

future business needs. Membership of the board should be

periodically refreshed.

Information and support

The whole board and its committees should be provided with the

best possible information (accurate, sufficient, timely and clear) so

that they can constructively challenge recommendations made to

them before making their decisions. Non-executive directors

should be provided with access to external advice when necessary.Cost effective and value added

There is a cost to achieving efficient and effective governance;

however, this should be offset by increases in value in the

company. There should be a clear understanding between boards

and shareholders of how this value has been added. This will

normally involve the publication of key performance indicators,

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which align with strategy and feedback through regular meetings

between shareholders and directors.

5.3.2. Entrepreneurial management:

Vision and strategy

There should be a shared vision of what the company is trying to

achieve and over what period, as well as an understanding of what

is required to achieve this ambition. This vision and direction must

be well communicated, both internally and externally.

Risk management and internal controlThe board is responsible for maintaining a sound system of risk

management and internal control. It should define and

communicate the company’s risk appetite, and how it manages its

key risks, while maintaining an appropriate balance between risk

management and entrepreneurship. Remuneration policy should

help the company to meets its objectives whilst encouraging

behaviour that is consistent with the agreed risk profile of the

company.

5.3.3. Delivering growth in shareholder value over the longer term:

Shareholders’ needs and objectives:

A dialogue should exist between the shareholders and the board so

that the board understands shareholders’ needs and objectives and

their views on the company’s performance. Vested interests

should not be able to act in a manner contrary to the common good

of all shareholders.

Investor relations and communications:

A communication and reporting framework should exist betweenthe board and all shareholders, such that shareholders views are

communicated to the board and shareholders, in turn, understand

the unique circumstances of, and any constraints on, the company.

Stakeholder and social responsibilities:

Good governance includes a response to the demands of

corporate social responsibility (“CSR”). This will require the

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management of social and environmental opportunities and risks.

A proactive CSR policy as an integral part of the company’s

strategy can help create long-term value and reduce risk for

shareholders and other stakeholders.

5.4. So what is this likely to mean in practice?

5.4.1. The company will probably need a minimum of two non-executive

directors.

5.4.2. The Chairman will probably be a non-executive director.

5.4.3. There is a likely to be a formal schedule of matters specificallyreserved for the board’s decision and a statement of which types of

decisions are to be taken by the board and which are to be

delegated to management.

5.4.4. The establishment of an Audit Committee which will have

responsibility (amongst other things) for monitoring the integrity of

the company’s financial statements and announcements; reviewing

internal controls and satisfying itself that the company’s approach

to risk and its management of risk conforms with the risk appetite

determined by the board.

5.4.5. The establishment of a Remuneration Committee to set the

remuneration of executive directors. Remuneration needs to be

aligned to performance. The Remuneration Committee also needs

to explain carefully in the annual report why they have chosen the

remuneration structure adopted.

5.4.6. The establishment of a Nominations Committee to handle

appointments to the board.

5.4.7. The periodic review by the board of its own performance and theperformance of its committees.

5.4.8. The board should review all material internal controls and risk

management systems annually.

5.4.9. A company may need to publish a corporate governance statement

annually describing how it achieves good corporate governance.

The report can appear on the company’s website or in the annual

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report and accounts. The QCA Guidelines contain a number of

“Minimum Disclosures” such as:-

5.4.9.1. the identity of the chairman, chief executive and

chairman and members of the audit, nomination and

remuneration committees;

5.4.9.2. any performance evaluation procedures a company

applies;

5.4.9.3. attendance at board meetings;

5.4.9.4. an explanation as to how, if the auditor providessignificant non-audit services, auditor objectivity and

independence is safeguarded;

5.4.9.5. a summary of how the evaluation procedures have

evolved from the previous year;

5.4.9.6. the results of the evaluation and action taken or

planned as a result.

5.4.10. Additional information which should be made available to

shareholders on the company’s website include:

5.4.10.1. the terms and conditions of appointment of non-

executive directors’

5.4.10.2. the terms of reference of the Audit, Remuneration

and Nomination Committees;

5.4.10.3. a description of the chairman’s and chief executive’s

roles;

5.4.10.4. the annual report and other governance related

material, including notices of general meetings.5.4.11. Regular ongoing dialogue between the Company and its

shareholders.

5.5. The NAPF Guidelines

In April 2007 the National Association of Pension Funds (NAPF) published its

Corporate Governance Policy and Voting Guidelines for AIM Companies. The

guidelines are intended to provide guidance on the issues which the NAPF

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believes are of key importance and are intended to supplement the QCA

Guidelines which the NAPF say “are generally accepted as setting appropriate

standards for smaller companies”.

5.6. The Stewardship Code

The UK Stewardship Code was issued by the Financial Reporting Council in

July 2010 and represents part of the investment industry’s response to the

weaknesses identified in the aftermath of the financial crisis. The Stewardship

Code aims to enhance the quality of engagement between institutional

investors and companies to help improve long term returns to shareholders

and the efficient exercise of governance responsibilities. Engagement includes

pursuing purposeful dialogue on strategy, performance and the management

of risk, as well as on issues that are the immediate subject of votes at general

meetings. The core principles of the Code are as follows:

5.6.1. Institutional Investors should:

• publically disclose their policy on how they will discharge their

stewardship responsibilities;

•

have a robust policy on managing conflicts of interest in relationto stewardship and this policy should be publically disclosed;

• monitor their investee companies;

• establish clear guidelines on where and how they will escalate

their activities as a result of protecting and enhancing

shareholder value;

• be willing to act collectively with other investors where

appropriate;

• have a clear policy on voting and disclosure of voting activity;

• report periodically on their stewardship and voting activities.

6. DEALINGS IN SHARES BY DIRECTORS

6.1. Rule 21 Of The Aim Rules

6.1.1. All companies admitted to AIM must comply with Rule 21 of the

AIM Rules relating to share dealings of directors and “applicable

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employees”. Rule 21 does not impose criminal sanctions.

However, if there is an infringement of Rule 21, it is quite likely that

there has also been an infringement of Part V of the Criminal

Justice Act 1993 (“CJA 1993”) (and hence a potential criminal

liability) or a civil liability under section 118 of the FSMA (see

paragraphs 6.2 and 6.3). Rule 21 applies to directors and

applicable employees. In the case of the latter, this means any

employee who, on account of his/her office or employment, is likely

to be in possession of unpublished price sensitive information or any employee who (together with his/her family) holds more than

0.5% of the company’s shares.

The term “unpublished price sensitive information” broadly means:

• information relating to the company which is specific (as

opposed to general);

• has not been made available to the public; and

• if it were made public would be likely to have a significant effect

on the price or value of the company’s securities.

For this purpose, it is assumed that any transaction which has to be

notified to a Regulatory Information Service (“RIS”) (see paragraph

10) is price sensitive – for example, details of directors joining or

leaving the Board, the resignation of the Nominated

Advisor/Nominated Broker, details of grants of and dealings in

options by directors (and those connected with them), and detailsof substantial transactions outside the ordinary course of business

(see paragraph 7).

6.1.2. Rule 21 of the AIM Rules require:

6.1.2.1. AIM companies to ensure that directors and

“applicable employees” do not deal in securities

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during a close period. For an AIM company, a close

period is:

6.1.2.1.1. 2 months immediately preceding

the announcement of the annual

results or, if shorter, the period

from the relevant financial year end

up to the time of the

announcement; and

6.1.2.1.2. in the case of companies reportingon a half yearly basis, the period of

2 months immediately preceding

the announcement of the half

yearly results or, if shorter, the

period from the end of the relevant

financial period up to the time of

the announcement; or for a

company reporting on a quarterly

basis, the period of 1 month

immediately preceding the

announcement of the quarterly

results or, if shorter, the period

from the relevant financial period

end to and including the time of the

announcement;

6.1.2.2. for dealings outside a close period, that a director

must not deal in any securities when he/she is inpossession of unpublished price-sensitive

information or where the proposed dealing would

take place at a time when it is reasonably probable

that an announcement of unpublished price-sensitive

information will be required.

6.2. INSIDER DEALING

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6.2.1. The Offences

Section 52 of the CJA 1993 creates 3 insider dealing offences asfollows:-

• dealing;

• encouraging dealing;

• disclosing inside information, otherwise than in the proper

performance of one’s job.

The offence of insider dealing under the CJA 1993 is committed if

an individual who has information as an insider deals on a

regulated market (which, for the purposes of the CJA 1993,

includes AIM, as well as the Official List, and other UK and foreign

exchanges) or through a professional intermediary (for example, a

broker) in securities which are price – affected securities in relation

to the information. The offences of encouraging dealing and

disclosing insider information are defined along similar lines.

By section 56 CJA 1993 “inside information” is information which:-

• is about the company or news which might affect the

company’s business profits;

• is not publicly available (that is, not readily available to

those who trade in securities);

• if made public, would be likely to have a significant effect on

the price of any securities (NB a person with inside

information about one company may also be an insider in

relation to another company. Takeovers are a typical

example);

• must be about particular securities, be specific and precise.

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The defences include:

• Where the accused shows that no profit or loss was

expected from the dealing;

• Where, in the case of disclosure of inside information, there

was no expectation that dealing would result;

• Where the inside information made no difference to the

insider’s action – ie he would have traded anyway.

6.2.2. Penalties

The maximum penalties are 7 years in prison and an unlimited fine.

6.3. LIABILITY UNDER FSMA – MARKET ABUSE

6.3.1. The intention of the market abuse regime is to punish behaviour

which is damaging to markets but which is not caught by existing

criminal offences. Imposing civil liability, it supplements rather thanreplaces the criminal regimes for market manipulation (contained in

section 397 FSMA and described in paragraph 1 above) and

insider dealing (under CJA 1993). Civil penalties which the

Financial Services Authority (FSA) can impose include:-

• unlimited civil fine

• payment of compensation to victims.

6.3.2. By section 118 FSMA, market abuse is behaviour (whether by 1

person alone or by 2 or more persons jointly or in concert) in

respect of qualifying investments traded on a prescribed

market. Requiring or encouraging others to engage in behaviour

which amounts to market abuse is also caught by the regime.

Market abuse is behaviour (that is, action or inaction) which:

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6.3.2.1. occurs in relation to qualifying investments

admitted (or in respect of which a request has been

made for admission) to trading on a prescribed

market (or in the case of the market abuse, insider

dealing and the improper disclosure behaviours only,

in relation to investments which are related

investments s118(1)(a), FSMA) and

6.3.2.2. falls within any one or more of the seven types of

behaviour set out in sections 118(2) to 118(8) of FSMA, that is:

• Insider dealing (section 118(2), FSMA). This

occurs where an insider deals or attempts to

deal in a qualifying or related investment on

the basis of inside information relating to the

investment in question;

An example of market abuse insider dealing

would be where a director of a listed company

which has received a takeover offer buys shares

in the company based on an expectation that the

price will increase when the offer is announced.

It would also cover the company’s professional

team and, possibly, a friend who buys shares in

the company on the strength of the information

given to him if that friend knows or could

reasonably have been expected to know that it

was inside information;• Improper disclosure of inside information (also

known as “tipping off”) (section 118 (3), FSMA).

This occurs where an insider discloses inside

information to another person otherwise than in

the proper performance of his employment,

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profession or duties. It includes behaviour which

occurs in relation to related investments;

An example of improper disclosure of inside

information would be where a listed company’s

director tells a friend that the company is

planning to take over a major competitor;

• Misuse of information (section 118(4), FSMA).

This occurs where behaviour (not falling within

the behaviours of market abuse, insider dealing

or improper disclosure) is based on information

which is not generally available to those using

the market but which, if available to a regular

user of the market, would be, or would be likely

to be, regarded by him as relevant when

deciding the terms on which transactions in

qualifying investments should be effected; and

the behaviour is likely to be regarded by a

regular user of the market as a failure on the part

of the person concerned to observe the standard

of behaviour reasonably expected of a person in

his position in relation to the market . The

behaviour covered here is not limited to

behaviour in relation to qualifying investments

and extends to relevant products. This section

will cease to have effect on and from 31

December 2011; An example of misuse of information would be

where a listed company’s director tells a friend

about a takeover offer received by the company

and that friend places a fixed odds bet with a

bookmaker that the company will be the subject

of a takeover offer within a week;

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• Manipulating transactions (section 118(5),

FSMA). This is where the behaviour consists of

effecting transactions or orders to trade

(otherwise than for legitimate reasons and in

conformity with accepted market practices on the

relevant market) which either give, or are likely to

give, a false or misleading impression as to the

supply of, or demand for, or as to the price of,

one or more qualifying investments; or secure

the price of one or more such investments at an

abnormal or artificial level;

An example of a manipulating transaction would

be the sale or purchase of a qualifying

investment where there is no change in

beneficial ownership or market risk (wash

trades);

• Manipulating devices (section 118(6), FSMA).

This consists of effecting transactions or orders

to trade which employ fictitious devices or any

other form of deception or contrivance;

An example of manipulating devices would be

where a person takes a long position in a

qualifying investment and then disseminates

misleading positive information about the

investment so as to increase its price (“pump

and dump”) or taking a short position in aqualifying investment and then disseminating

misleading negative information about the

qualifying investment with a view to driving down

its price (“trash and cash”);

• Dissemination (section 118(7), FSMA). This

consists of the dissemination of information by

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any means which gives, or is likely to give a false

or misleading impression as to a qualifying

investment by a person who knew or could

reasonably be expected to have known that the

information was false or misleading. There is no

requirement for the person to profit from

dissemination of information;

An example of dissemination would be where a

person posts information in a chat room whichhe knows to be false or misleading (see also

section 2 on page 4);

• Misleading behaviour or market distortion

(section 118(8), FSMA). This occurs where the

behaviour (not falling within manipulating

transactions, manipulating devices or

dissemination) is either likely to give a regular

user of the market a false or misleading

impression as to the supply of, demand for or

price or value of qualifying investments; or would

be, or would be likely to be, regarded by a

regular user of the market as behaviour that

would distort, or would be likely to distort, the

market in such an investment, and the behaviour

is likely to be regarded by a regular user of the

market as a failure on the part of the person

concerned to observe the standard of behaviour reasonably expected of a person in his position

in relation to the market . The behaviour that is to

be regarded as occurring in relation to qualifying

investments for these purposes includes

behaviour which occurs in relation to relevant

products (section 118A(3), FSMA). This section

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will cease to have effect on and from 31

December 2011 ;

An example of misleading behaviour or market

distortion would be the movement of physical

commodity stocks or an empty cargo ship if it

might create a misleading impression as to the

supply of or demand for a commodity (see also

section 2 on page 4);

• The prescribed markets include the London

Stock Exchange (both the Official List and AIM),

Virt-x Exchange Limited and PLUS). Qualifying

investments include shares, bonds, debt

instruments, warrants, futures, options, units in

unit trusts and any other investment admitted to

trading in the European Economic Area (EEA).

A related investment is one whose price or

value depends on the price or value of the

qualifying investment. This would cover various

financial instruments relating to the shares of the

Company which are traded on AIM. An example

of a relevant product is the fixed odds bet

referred to under the heading Misuse of

Information. .

6.3.3. The market abuse regime will not apply to an activity falling within

what is called a “safe harbour” (or exception), namely:

• a safe harbour described in the Code of Market Conduct

(this is a code which the FSA has prepared). For example,

a person is not prevented from acquiring an equity stake in

a company with a view to pursuing a takeover bid simply

because he knows that he will be making a bid.

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• behaviour which conforms with a FSA Rule, which says that

behaviour conforming with that rule is not a market abuse.

For example, behaviour conforming with any of the rules of

the Takeover Code relating to the timing, dissemination or

availability, content and standard of care applicable to a

disclosure, announcement, communication or release of

information.

Also, it should be borne in mind that information which can be

obtained by research or analysis is to be regarded as generally

available (section 118c (8) FSMA).

7. PROVISION OF INFORMATION – AIM RULES

Unlike the Official List with AIM, the emphasis is on the provision of information to

shareholders, rather than on obtaining shareholders’ consent.

Unlike Official List companies, there are no rules for AIM companies relating to the

content of companies reports/accounts (other than compliance with UK, US or

international accounting standards and transactions with related parties in certain

circumstances). The on-going rules applicable to companies listed on AIM, therefore,

are less burdensome than those set out in the UKLA Listing Rules for companies on the

Official List.

The civil and criminal liability regime described in paragraphs 2 and 6.3 will apply to any

information which is misleading.

7.1. Annual Accounts (AIM Rule 19)

An AIM Company must publish annual audited accounts which must be sent to

its shareholders without delay and, in any event, not later than 6 months after

the end of the financial year to which they relate. An AIM company

incorporated in the EEA must prepare and present these accounts in

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accordance with the International Accounting Standards (with one minor

exception).

An AIM company incorporated outside the EEA must present accounts in

accordance with either:-

• International Accounting Standards

• US GAAP

• Canadian GAAP

• Australian International Financial Reporting Standards

• Japanese GAAP

The accounts must disclose any transaction with a related party that exceeds

0.25% in any of the various tests used to determine the size of a transaction

pursuant to various AIM Rules. The accounts must specify the identity of the

related party and the consideration for the transaction. The accounts must

also contain details of each directors remuneration earned during the financial

year.

7.2. Publication of documents sent to shareholders (AIM Rule 20)

Any document provided by an AIM company to its shareholders must be

notified to a RIS (see paragraph 11) and an electronic copy sent to the Stock

Exchange.

7.3. General Disclosure of Price Sensitive Information – Rule II

An AIM company must notify a RIS immediately of any change in its sphere of

activity, financial condition, the performance of its business or in the

expectation of its performance which are not public knowledge and which

could, if made public, "lead to a substantial movement in the price" of its

shares – that is, "price-sensitive information".

There is a general exception for "impending developments or matters in the

course of negotiation". Companies are able to release such information to

their advisers, persons with whom they are negotiating and representatives of

trade unions (during negotiations) (see Guidance Note to Rule ll). The AIM

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Company must be satisfied that the recipients are aware that they cannot trade

in the Company’s shares before the relevant information has been supplied to

RIS. If the AIM Company becomes aware that a breach of confidence may

have occurred it may have to make an announcement. Under Rule 10 a

Company must take reasonable care to ensure that any information supplied to

a RIS is not misleading, false or deceptive and does not omit anything likely to

affect the impact of such information.

7.4. Specific Duty to Notify Information

There are also a number of specific instances where a company is obliged to

notify a RIS under AIM Rules 17 and 18. For example:

7.4.1. preparation of a half yearly report within 3 months of the end of the

relevant period and sending a copy to a RIS. The half-yearly report

must be presented and prepared in a form consistent with that for

the annual accounts.

7.4.2. deals by directors and/or their families with their holdings of shares.

7.4.3. changes in holdings of significant shareholders. A significant

shareholder is one holding 3% or more of any shares. AIM

companies, which are incorporated and have their principal place of

business in Great Britain, also have to comply with Chapter 5 of the

Disclosure and Transparency Rules published by the Financial

Services Authority in the FSA Handbook, which are not dissimilar to

AIM Rule 17.

7.4.4. any decision to pay or make a dividend or any other distribution.

7.4.5. any change in the accounting reference date.

7.4.6. any change in its registered office.

7.4.7. any change in its legal name.

7.4.8. appointment, resignation or removal of directors.

7.5. Disclosure of Corporate Transactions

7.5.1. “Substantial transactions” (AIM Rule 12)

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A substantial transaction is a transaction that exceeds 10% in any of

the various tests used to determine the size of a transaction pursuant

to various AIM Rules. It does not include transactions of a revenue

nature in the ordinary course of business and transactions to raise

finance which dot not involve a change in the fixed assets of the AIM

Company or its subsidiaries

A RIS must be notified without delay as soon as the terms of any

substantial transaction are agreed, disclosing certain informationincluding, for example, the particulars of the transaction.

7.5.2. “Related party transaction” (AIM Rule 13)

A “related party” is:

7.5.2.1. a substantial shareholder (ie a shareholder with

more than 10% of the Company’s shares) ; or

7.5.2.2. a director; or

7.5.2.3. an associate of a substantial shareholder or of a

director (for example the family of a director or a

substantial shareholder)

A related party transaction is a transaction with a related party that

exceeds 5% in any of the various tests used to determine the size

of a transaction pursuant to various AIM Rules.

A RIS must be notified without delay as soon as the terms of a

transaction with a related party are agreed, disclosing certain

information including, for example, the name of the related party in

question and the particulars of the transaction; the nature and

extent of their interest in the transaction and such other information

as is necessary for investors to evaluate the effect of the

transaction on the AIM Company. Such a notification must also

include a statement that the company’s directors consider the

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terms of the transaction to be fair and reasonable insofar as their

shareholders are concerned. This is following consultation between

the company directors and their Nominated Adviser.

Directors should also not lose sight of their obligation to notify their

company of transactions in which they have an interest pursuant to

the Companies Act 2006. In such instances, shareholder approval

may be necessary.

7.5.3. “Reverse take-over” (AIM Rule 14)

This is an acquisition in a 12-month period, which for a company

would:

7.5.3.1. exceed 100% in any of the various tests used to

determine the size of a transaction pursuant to

various AIM Rules; or

7.5.3.2. result in a fundamental change in its business, board

or voting control; or

7.5.3.3. in the case of an investing company (ie a company

which invests in the securities of other companies):

depart substantially from its investing strategy

stated in its Admission Document; or

where no Admission Document was produced

on admission, depart substantially from its

investing strategy stated in its pre-admission

announcement or stated in its circular

Any agreement which would effect a reverse take-over must be:

conditional on its shareholders’ consent being given in a

general meeting;

notified to a RIS without delay, disclosing certain

information including, for example, the particulars of the

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transaction (with additional information being required

insofar as it is with a related party); and

accompanied by the publication of an Admission

Document in respect of the proposed enlarged entity and

convening a general meeting.

Where shareholder approval is given for a reverse take-over,

trading in a company’s securities will be cancelled. If the enlarged

entity seeks admission of its securities to AIM, it must make anapplication in the same manner as any other applicant applying for

admission for the first time.

7.5.4. “Disposal resulting in a fundamental change of business” (AIM

Rule 15)

7.5.4.1. This is any disposal by a company which, when

aggregated with any other disposal(s) over the

previous 12 months, exceeds 75% in any of the

various tests used to determine the size of a

transaction pursuant to various AIM Rules.

7.5.4.2. Such a disposal must be:

conditional on its shareholders’ consent being

given in a general meeting;

notified to a RIS without delay, disclosing certain

information including, for example, the

particulars of the transaction (with additional

information being required insofar as it is with a

related party); and accompanied by the publication of a circular

containing certain information and convening a

general meeting.

7.5.4.3. Where the effect of a proposed disposal is to divest

a company of all, or substantially all, of its trading

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business activities, that company will, upon disposal,

be treated as an investing company. The

notification and circular containing certain

information convening a general meeting must state

the company’s investing strategy going forward.

An investing company will then have to make an acquisition that

constitutes a reverse takeover or implement its investing strategy

within 12 months of having received its shareholders’ consent.

Similar provisions apply to any other action taken by the AIM

Company which do not amount to disposals resulting in a

fundamental change of business per se – but where the net result

is the same.

8. SANCTIONS

8.1. Disciplinary action against a company (AIM Rule 42)

If the Stock Exchange considers that a company has contravened the AIM

Rules, the Stock Exchange may:

8.1.1. issue a warning notice

8.1.2. fine the company;

8.1.3. censure the company;

8.1.4. publish the fact that the company has been fined or censured for

contravening the AIM Rules; and / or

8.1.5. cancel the admission of the company’s securities

8.2. Precautionary Suspension (AIM Rule 40)

The Stock Exchange may suspend the trading of AIM securities where:

• trading in those securities is not being conducted in an orderly manner;

• the Stock Exchange considers that an AIM company has failed to

comply with the AIM Rules;

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• suspension is necessary for the protection of investors; or

• the integrity and reputation of AIM has been or may be impaired by

dealings in those securities.

The Stock Exchange will cancel the admission of AIM securities where they

have been suspended from trading for 6 months (AIM Rule 41).

9. FURTHER FUNDRAISING

9.1. A further Admission Document will be required for an AIM Company only when

it is:

9.1.1. required to issue a Prospectus under the Prospectus Rules for a

further issue of AIM securities; or

9.1.2. seeking admission for a new class of securities; or

9.1.3. undertaking a reverse takeover.

9.2. Under the Prospectus Rules no prospectus will be required if, for example:

9.2.1. the offer is made to or directed at “qualified investors” only –

examples of qualified investors are investment banks and other

financial institutions;

9.2.2. the offer is made to or directed at fewer than 150 persons other

than qualified investors;

9.2.3. the offer is for less than € 5.0m.

9.3. Conclusions:

9.3.1. If the offer is for less than €5m no prospectus is required;

9.3.2. If the securities are “placed” with a variety of “qualified investors”

no prospectus is required;

9.3.3. If funds are raised via an open offer or rights issue an Admission

Document which is also fully compliant with the Prospectus Rules

may be necessary unless the offer is otherwise exempt under the

Prospectus Rules (see 9.2.1 to 9.2.3 above);

9.3.4. If admission of a new class of securities is being sought, an

Admission Document will be necessary irrespective of the

exemptions in the Prospectus Rules. As to whether or not that

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Admission Document also has to be a fully compliant prospectus

under the Prospectus Rules, however, will depend on whether the

exemptions apply.

9.4. AIM Companies should also be aware of the pre-emption rights of existing

shareholders both under the Articles of Association and the Companies Act

2006. An extraordinary general meeting of the AIM Company may have to be

called to disapply these rights in whole or in part.

9.5. The same standards and obligations apply to information contained in offer

documents and circulars as to the original Admission Document (see para 2)

10. TAXATION AND THE AIM COMPANY

For taxation purposes, a company listed on AIM is treated as an unquoted company.

This means that, for a number of tax purposes, an AIM company is treated in the same

way as a private company. This has a number of benefits for AIM shareholders.

10.1. Inheritance Tax: Business Property Relief

At present, business property relief of 100% is available for shareholdings in

unquoted trading companies. Provided that a number of conditions are

satisfied, an AIM shareholder may be eligible for relief on the value of his/her

shares in the company.

10.2. Capital Gains Tax: Hold-over Relief on Gifts.

A gift of shares is treated as a disposal for CGT purposes and, potentially,

attracts CGT unless both donor and recipient agree to hold-over the gain. The

relief is only available for certain types of assets, including shares in AIM

companies, assuming that they are trading companies for tax purposes.

10.3. Enterprise Investment Scheme ("EIS")

AIM companies may qualify for EIS. Under this scheme, an individual may

invest up to £500,000 in cash in each tax year in shares in EIS companies –

that is, unquoted trading companies carrying on a qualifying activity over a set

period. Income tax relief is available at 20% on the cost of the investment

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which must be by way of subscription into new ordinary shares of the relevant

company. Capital gains made on disposal of an EIS company's shares when

they are sold at least 3 years after the initial subscription, will be free of CGT.

The amount that can be raised is unlimited but EIS is limited to companies with

gross assets (before investment) of less than £7m before and no more than

£8m after the investment.

The amount invested in an EIS can also be used to defer (but not eliminate)

CGT from the disposal of other assets (hold-over reinvestment relief). Stringent

and wide – ranging conditions must be satisfied by both the company and the

investor both at the time of investment and afterwards.

10.4. Venture Capital Trusts ("VCTs")

VCTs are companies quoted on the Stock Exchange, each of which will own

and manage a portfolio of investments in “unquoted” trading companies.

Subscriptions for shares in VCTs have major tax benefits. It is worth being

aware that VCTs can invest in AIM shares.

10.5. Relief for Losses in Unquoted Shares in Trading Companies

A subscriber for AIM ordinary shares in a qualifying trading company who

incurs a loss on disposal of those shares may claim to set off that loss against

his/her other income, for income tax purposes, instead of claiming a capital

loss on the disposal. However, the relief is not available to a purchaser of the

shares.

It should be noted that all of the reliefs described above are subject to detailed

rules as to which types of companies may qualify. For example, companies

which hold or deal in property or investments are unlikely to qualify for some or

all of the reliefs. Further, as in the case of an EIS for example, there may be a

number of restrictions as to what type of investor can qualify. This is likely to

exclude shareholders who are also directors of the companies in which they

hold their shares. The rules relating to the obtaining of relief are complex and

professional advice should be sought in each case.

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11. REGULATORY INFORMATION SERVICE (“RIS”) AND SECONDARYINFORMATION PROVIDER (“SIP”)

A RIS is also known as the Primary Information Provider, it is a service that receives

regulatory information from listed companies and other entities (for example, AIM

companies), processes that information and disseminates (circulates) it to the market via

a SIP. Examples of SIPs are Reuters and Bloomberg’s. SIPs bundle together

information provided by RISs into a single source of regulatory information.

Listed companies may contact any one of the following seven approved RIS:

• BusinessWire Regulatory Disclosure

• FirstSight provided by Cision

• Announce provided by Hugin ASA

• News Release Express provided by Market Wire

• PR Newsire disclose provided by PR Newswire

• RNS provided by the London Stock Exchange

• MarCo provided by Tensid Ltd of Switzerland

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NCF/6/10752131/LJ

2n

Floor West Point

Cardinal Square

10 Nottingham Road

Derby

DE1 3QT

DX: 729800 Derby 25Tel: (01332) 361000

Fax: (01332) 546111

Cumberland Court

80 Mount Street

Nottingham

NG1 6HH

DX: 10039 Nottingham 1

Tel: (0115) 936 9369

Fax: (0115) 936 9378

1 Colton Square

Leicester

LE1 1QH

DX: 744170 Leicester 41

Tel: (0116) 201 4000Fax: (0116) 201 4001

St James Building

3rd

Floor

61-95 Oxford Street

Manchester

M1 6FQ

DX 745360 Manchester 76

Tel: 0845 634 2540

1 Heddon Street

Mayfair

London

W1B 4DB

DX 37209 Piccadilly

Tel: 0845 050 3200

3rd

Floor

75 Colmore Row

Birmingham

B3 2AP

DX 13024

Birmingham 1

Tel: 0845 634 2575

AiMGuide-201244-164241

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