Armour Group plc (“Armour” or the “Company”) Proposed · PDF...

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1 Armour Group plc (“Armour” or the “Company”) Proposed Acquisition of OneView Commerce Inc. Proposed Disposal of Loan and of investment in Q Acoustics Limited Proposed Tender Offer Proposed change of name to OneView Group Plc Proposed Waiver of the requirements of Rule 9 of the City Code Admission of Enlarged Issued Share Capital to trading on AIM and Notice of General Meeting The Company has announced today that it has conditionally agreed to purchase OneView Commerce Inc., an omni-channel and mobile point of sale software provider (“OneView”), for an aggregate consideration of 305,263,158 Consideration Shares. Based on a value of 5 pence for each Consideration Share, this values OneView at approximately £15.26 million. The Company also proposes to make a tender offer of 22,392,875 Existing Shares at 5 pence per share, which will be completed prior to Completion. The Tender Offer is required to ensure the Acquisition is tax efficient for the Vendors by enabling the Vendors to exchange their shares in OneView for shares in the Company without incurring a US tax liability. The Company intends to dispose of its Loan and of its investment in Q Acoustics, which acquired Armour Home, the operating business of the Group prior to the Company becoming an investing company. The Company will receive consideration of approximately £1.15m under the terms of the Disposal further details of which are set out in the Admission Document to be sent to shareholders later today. The admission document will be made available on the Company’s website once posted to shareholders. The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules and accordingly requires Shareholder approval, which is being sought at the General Meeting to be held at the offices of Arnold & Porter (UK) LLP Tower 42, 25 Old Broad Street, London, EC2N 1HQ at 10.00 a.m. on 14 March 2016. OneView Commerce In 2014, OneView launched its own proprietary cloud-based framework supporting mobile devices to connect the online experience of retail websites and the offline in-store experience (“omni-channel”)

Transcript of Armour Group plc (“Armour” or the “Company”) Proposed · PDF...

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Armour Group plc

(“Armour” or the “Company”)

Proposed Acquisition of OneView Commerce Inc.

Proposed Disposal of Loan and of investment in Q Acoustics Limited

Proposed Tender Offer

Proposed change of name to OneView Group Plc

Proposed Waiver of the requirements of Rule 9 of the City Code

Admission of Enlarged Issued Share Capital to trading on AIM

and

Notice of General Meeting

The Company has announced today that it has conditionally agreed to purchaseOneView Commerce Inc., an omni-channel and mobile point of sale softwareprovider (“OneView”), for an aggregate consideration of 305,263,158Consideration Shares. Based on a value of 5 pence for each Consideration Share,this values OneView at approximately £15.26 million.

The Company also proposes to make a tender offer of 22,392,875 Existing Sharesat 5 pence per share, which will be completed prior to Completion. The TenderOffer is required to ensure the Acquisition is tax efficient for the Vendors byenabling the Vendors to exchange their shares in OneView for shares in theCompany without incurring a US tax liability.

The Company intends to dispose of its Loan and of its investment in Q Acoustics,which acquired Armour Home, the operating business of the Group prior to theCompany becoming an investing company. The Company will receiveconsideration of approximately £1.15m under the terms of the Disposal furtherdetails of which are set out in the Admission Document to be sent to shareholderslater today. The admission document will be made available on the Company’swebsite once posted to shareholders.

The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules andaccordingly requires Shareholder approval, which is being sought at the GeneralMeeting to be held at the offices of Arnold & Porter (UK) LLP Tower 42, 25 OldBroad Street, London, EC2N 1HQ at 10.00 a.m. on 14 March 2016.

OneView Commerce

In 2014, OneView launched its own proprietary cloud-based frameworksupporting mobile devices to connect the online experience of retailwebsites and the offline in-store experience (“omni-channel”)

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OneView solutions provide services such as: click and collect, sharedonline/in-store basket and product recommendations

Over 8,000 licences have been sold to date to five blue-chip customersincluding German mobile phone provider E-Plus, Arizona based tire andwheel retailer Discount Tire and UK based construction industrysupplier Travis Perkins

OneView has a growing pipeline and is expanding its channelpartnerships.

Transaction Highlights

Proposed Acquisition of OneView for an aggregate consideration of305,263,158 Consideration Shares of which 276,346,760 will be issuedon Completion and 28,916,398 will be issued upon exercise of theOneView Options

Based on a value of 5 pence for each Consideration Share, this valuesOneView at approximately £15.26 million

The Acquisition constitutes a reverse takeover under Rule 14 of the AIMRules for Companies and accordingly requires Shareholder approval

Tender offer of 22,392,875 Existing Shares at 5 pence per share, whichwill be completed prior to the Completion of the Acquisition

Proposed Disposal of the investment in Q Acoustics and transfer ofLoan

Bob Morton, Executive Chairman of Armour commented:

“I am pleased to announce the acquisition of OneView which is an excitinggrowth company with an encouraging pipeline of opportunities. We have lookedat a great number of potential targets and the board believes that thisacquisition provides a major opportunity for the shareholders in Armour to realisesignificant value through the further growth in OneView. I have enjoyed my timeas Chairman of Armour and after 14 years will be stepping down on completionof the acquisition.”

Stuart Mitchell, CEO of OneView Commerce commented:

“We are delighted to be joining AIM, as we see this as a great way to support our

fast growth and global initiatives. Our omni-channel offering has provided us

with such high quality customers as Travis Perkins and Discount Tire and our

broad pipeline of retail opportunities shows continued increase. The need to

bring the mobile experience into the store and to service the connected

customer across all shopping channels becomes ever more important for

retailers today. We look forward to announcing further progress and customer

wins over the coming months”

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Further Details:

Armour Group plc

Mark Wilson, Finance

Director

Tel: 01634 673172

finnCap Limited

Geoff Nash

Grant Bergman

Stephen Norcross

(Broking)

Newgate

Communications

Bob Huxford

Robyn McConnachie

Tel: 0207 220 0500

Tel: 020 7653 9848

INTRODUCTION

The Company has announced today that it has conditionally agreed to purchaseOneView for an aggregate consideration of 305,263,158 Consideration Shares ofwhich 276,346,760 will be issued on Completion (the “Vendor Shares”) and afurther 28,916,398 may be issued upon exercise of the OneView Options (the“Option Shares”). Based on a value of 5 pence for each Consideration Share, thisvalues OneView at approximately £15.26 million.

The Company also proposes to make a tender offer of 22,392,875 Existing Sharesat 5 pence per share, which will be completed immediately prior to Completion.The Tender Offer is required to ensure the Acquisition is tax efficient for theVendors by enabling the Vendors to exchange their shares in OneView for sharesin the Company without incurring a US tax liability. Hawk Investments has agreedto tender such number of Ordinary Shares as may be required to ensure that theaggregate number of shares tendered is 22,392,875 Ordinary Shares.

The Company intends to dispose of its investment in Q Acoustics, which acquiredArmour Home, the operating business of the Group prior to the Companybecoming an investing company. The investment in Q Acoustics will be acquiredby Hawk Investments and the Disposal will include the transfer of the Loan toHawk Investments at par (including accrued but unpaid interest). The Companywill receive consideration of approximately £1.15m under the terms of theDisposal further details of which are set out in the Admission Document to besent to shareholders later today.

Upon Completion, the New Ordinary Shares will rank pari passu with the Existing

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Ordinary Shares. Application will be made for the admission of the EnlargedIssued Share Capital to trading on AIM.

The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules andaccordingly requires Shareholder approval, which is being sought at the GeneralMeeting to be held at the offices of Arnold & Porter (UK) LLP Tower 42, 25 OldBroad Street, London, EC2N 1HQ at 10.00 a.m. on 14 March 2016. In addition, theIndependent Shareholders will be asked to waive an obligation on the ConcertParty under Rule 9 of the City Code to make a general offer to acquire all of theExisting Ordinary Shares as a result of the issue of the Consideration Shares. Inaddition, the Tender Offer, the Disposal and the Acquisition are deemed to berelated party transactions under Rule 13 of the AIM Rules. The Acquisition isconditional on the Tender Offer and the Disposal and accordingly, the Proposalsare conditional upon, amongst other things, the passing of the Resolutions andAdmission.

BACKGROUND ON ARMOUR

Armour is an investing company which is seeking opportunities to acquirecompanies that offer significant growth. The Independent Director believes thatthe opportunity to acquire OneView offers the potential for significant capitalgrowth.

On 10 March 2014, the Group disposed of its Automotive Division for £10.9million to AAMP of America. On 4 August 2014, the Group completed the disposalof its only other operating division, Armour Home Electronics Limited andsubsidiaries to Q Acoustics. Following the proposed Disposal and Tender Offer,the Company will hold cash balances of approximately £2.8m, will have nosubsidiaries with any assets, liabilities or business and will hold no investments.

Under the AIM Rules, the Company is required to make an acquisition oracquisitions which constitute a reverse takeover under the AIM Rules orotherwise implement its investing policy within 12 months of the disposal ofArmour Home Electronics Limited. The Company’s shares were suspended fromtrading on AIM on 5 August 2015.

In the event that the Company is unable to implement its investingpolicy or Shareholders do not approve the Resolutions at the GeneralMeeting, admission of the Company’s shares to trading on AIM will becancelled in accordance with Rule 41 of the AIM Rules.

BACKGROUND ON ONEVIEW

Introduction

OneView has developed a range of cloud-based software products for use inretail estates. OneView developed the products to address what it believes to bea shift in shopping behaviours brought on by the transition to e-commerce andthe need for retailers to provide a consistent shopping experience for customers

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across all channels, whether online, in the store, or at a kiosk. OneView believesthat the OneView solutions contain key elements that are required by retailersto merge their digital assets and physical stores.

The Market and the Move to Digital

Traditional POS

Despite the huge growth of e-commerce, today’s retail stores still processapprox. 90% of retail sales transactions1 and OneView believes that almost all ofthose transactions are conducted through a traditional POS terminal. Legacyretail POS solutions do not generally connect the online and in-store experienceand require additional “bolt-ons” in order to provide further services such as clickand collect.

Mobile POS

OneView provides an omni-channel, cloud based framework supporting mobilePOS devices. This framework provides a single, integrated view of all customersand inventory and replaces the traditional POS technology. The mobile POSsolution that OneView offers reduces the capital cost of replacing andmaintaining fixed registers across the store.

OneView believes that retailing has entered the era of digital transformation,with the ability to use digital tools and assets to service and influence thecustomer as they travel through their shopping journey. The provision of aseamless single view of customer, order and inventory information (“One View”)is, in OneView’s opinion, a key differentiator in driving the need to replace legacyin store solutions with a store platform such as OneView’s software product.

OneView believes that over recent years the online channel has had a growingand marked influence on in-store sales. In 2012 it is estimated that 14% of in-store sales were influenced by the online channel and by 2014 this number hadgrown to 49%1. Data reveals that just over half of shoppers using digital devicesin-store, convert to buyers at a 20% higher rate2 and that shoppers using digitaldevices in-store typically spend 25% more than they had intended.3

Products and Services

OneView’s cloud based digital store platform, and its accompanying POS;centralised promotions; and enterprise inventory management products, can besold separately or collectively. OneView believes that these products will helpretailers embrace the digital opportunity.

Key features of OneView’s digital store platform:

• a POS solution to enable and support both store and online orderson mobile or fixed till devices;

• a framework of services to allow integration between the physical store and many of the e- commerce offerings available on the

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market today;

• an enterprise dashboard that provides central control of all relevant data to the entire retail estate of mobile and stationary devices;

• a single, centralised promotions engine for consistent promotions to current and potential customers across all channels;

• an inventory management solution that records stock movements in real time and provides retailers with a global view of their inventory to ensure they can meet customer demand;

• functions to enable the shopper to manage their online to offlinetransactions such as “buy online pick up in store” or “buyanywhere and return anywhere”, shared basket, shared wish lists,and appointment scheduling;

• big Data Adapters which allow store associates to use digital content from the website and product recommendations to service the customer in the store.

1 US Cross-Channel Retail Sales Forecast: 2014 To 2018, Forrester 2014

2 Navigating the New Digital Divide, Capitalizing on digital influence in retail, Deloitte Digital, Copyright 2015

3 The New Digital Divide, Retailers, Shoppers, and the digital influence, Deloitte Digital, Copyright 2014

Customers

Over the last two years, OneView’s solutions have been sold to a number ofTier 1 retailers. These are: German mobile phone provider E-Plus (407 stores)with the products live in all stores, Arizona based tire and wheel retailerDiscount Tire (more than 900 stores) which are due to go live in late spring2016, a Netherland’s based jean manufacturer and retailer (300 stores)which expects to deploy in all 300 stores in 28 countries over the next 9months and UK based construction industry supplier Travis Perkins plc, aFTSE100 builders’ merchant (1,900 branches), which has signed anenterprise license for OneView’s solution for its 19 businesses with initiallicense fees coming from retailer Wickes which is expected to go live duringthe first half of this year and roll out to all 250 of its stores by mid-year 2016.

OneView sees potential for substantial further growth within the existing bluechip customer base. An example would be that upon the successfulimplementation of Wickes, OneView has further opportunity for license feesin the other 18 brands within Travis Perkins. This presents an interestingbusiness opportunity as the other brands are business-to-business (B2B)focused rather than retail, and the company believes that this will extend itsreach of potential prospects.

Partnerships

In January 2014 OneView announced a strategic partnership with hybris.

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The partnership allows hybris to refer its clients and prospects to OneView,whereby, upon the successful acquisition of the customer by OneView,hybris receives a referral fee. OneView provides hybris with the ability toextend its digital presence into the store, something many of its clients arelooking for.

Since announcing the partnership, OneView has won six opportunities infour countries and has further expanded the capabilities of its digital storeplatform to include over twenty cross channel use cases such as: buy onlineand pick up in store, buy online return to store, single basket, add to receipt,and book a store appointment. OneView believes this depth of functionalityand ease of use differentiates OneView in the market. OneView completedcertification of its solution with IBM Commerce in September 2015 anddeveloping go-to market strategy for 2016. OneView believes these newpartnerships will greatly increase the size of its addressable market.

REASONS FOR THE ACQUISITION

The Independent Director considers the opportunity represented by theAcquisition to be in the best interests of the Company andShareholders for the following reasons:

• the Independent Director believes that it represents a major opportunity for the Shareholders in Armour to realise significant value through the potential further growth of OneView; and

• OneView has a significant number of Tier 1 retail customers and isgetting an increasing level of commercial traction. The increasedprofile of being a public company, along with the additionalfinancial resource available will assist OneView as it engages with anincreasing number of retailers.

MARKET OPPORTUNITY AND COMPETITIVE ENVIRONMENT

Market Opportunity

OneView believes that the market opportunity for it is comprised of three distinctareas: Digital Transformation, High Touch, and End of Life. Each of these areasare driving global demand for technology transformation in the store.

Digital Transformation

Digital Transformation is the use of technology to improve the customerexperience or sales revenues. Industries are increasingly looking to digitaladvances such as analytics, social media and smart-enabled devices to improvethe customer experience and internal processes, and to drive value propositions.OneView believes that the foundation of these transformations in the retailenvironment is a single view of the customer, orders, and inventory coupledwith the ability to consume and process large volumes of data.

IDC Retail Insights reports that 64% of Western European retailers are currently

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undergoing some form of digital transformation. Companies that areembarking on digital transformation projects are creating demand for newinnovative store solutions to replace the legacy POS, improve cross channelcapabilities, and provide the ability to integrate with analytics, personalisationengines, and smart phone tracking capabilities to further service and engagewith the customer when they are in the store.

OneView believes that OneView’s digital store platform is designed to meetthe requirements of digital transformation.

An example of OneView software in use in digital transformation is DiscountTire. Discount Tire uses the historic data that they have captured about treaddepth versus mileage, climate, car types, and driving habits to suggest threedifferent tire options for their customers and allowing the customer to make amore informed decision. Once the decision is made, every aspect of thecustomer journey from wait time, to tire change, through to checkout is trackeddigitally and used to compare against key performance indicators to ensure thatmore than 900 stores are meeting Discount Tire’s high standards of customerservice. The OneView digital store platform is being used to digitise the store toensure that it has all of the information about that customer’s journey in everychannel and can use that information to provide a higher quality of service to thecustomer.

High Touch

High touch retailers are those retailers that in most cases already have detailedinformation on their customers. OneView is seeing increased demand in thissector, as tracking the customer throughout their buying journey is key to theoverall experience. Telecom, Optical Retailing, Building Merchant and HighFashion are sectors that are looking to new technologies in stores and branchesto assist them in improving the overall customer experience.

End of Life

End of life customers are finding themselves being forced to make platformchanges due to their current software vendor announcing that they are retiringthe software solution being used, or will no longer support the operating systemof the release of the software that the customer is running in its retailers’ store.

In the case of Windows XP, replacing the operating system often meant buying an“upgrade” of the retail software solution from the vendor. The expense of the“upgrade” forces the retailer to look at alternatives in the market which opens upopportunity for OneView to provide their software solution.

One of OneView’s current customers, which is a fashion retailer, was an End ofLife customer that also had a desire to build a global cross channel initiativewithin its franchise network to provide the customer a seamless experienceacross the brand regardless of who owned the store. OneView believes that theglobal retailers, especially in retail fashion, present another line of opportunity.

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Competitive Environment

OneView believes that its solution is well positioned in the current market as itis a fully digital mobile solution which encompasses all channels. Thecompetition that OneView faces in the market has been varied and inconsistentto date. Retailers either decide to stay with their legacy applications, or typicallyemploy a large enterprise resource planning (“ERP”) vendor such as Oracle orSAP who are bundling their legacy POS solutions in with a much larger deal,where neither POS nor digital transformation is driving the selection.

Other competition includes solution providers such as Starmount Inc, whichoffers a bespoke mobile solution. OneView has not competed with Starmountdirectly, but is aware of its offering.

CURRENT TRADING, MARKET TRENDS AND FUTURE PROSPECTS FOR THE ENLARGED GROUP

In the first full financial year following the release of OneView’s digital storeplatform in January 2014, revenues from these products were $3.3m. In thefollowing six months to 30 September 2015 revenues were $3.8m with an orderbook to support continued growth. The Proposed Directors believe that it has asolid pipeline of opportunities with retailers, particularly in its key markets ofNorth America and Europe and the Directors believe with further investmentOneView can achieve significant growth from a number of opportunities.

OneView believes that it is the first to market with a “digital-ready” solution.OneView is investing in a partner network of system integrators which will drivesales and assist with implementations in non-core markets, particularly in theAsia Pacific region. Additionally, further developing partnerships with e-commerce vendors such as IBM (International Business Machines Corporation)are expected to greatly increase the potential market to OneView.

A recent RIS News Survey of large US retailers, OneView’s target market, found that40-50% plan digital POS transformation within the next 36 months. Given individualdeal size and the global appeal of OneView’s solution, OneView believes theiraddressable market is in excess of $2 billion.

OneView has a pipeline of opportunities, the quantum of which is a substantialmultiple of sales achieved to date and OneView believes that with sufficientresources, it has the capabilities to convert the opportunities and achievesignificant growth.

Each member of the Concert Party and the Existing Directors and ProposedDirectors have confirmed that, there is no intention to change the location ofthe Company’s place of business and the continued employment of itsemployees and management will not be altered as a result of the Proposals.Save for the Acquisition, there are no plans to introduce any significant change inthe business or terms of employment of the employees of the Enlarged Group,nor are there plans for any redeployment of the fixed assets of the EnlargedGroup and the Enlarged Group intends to maintain its admission to trading onAIM.

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Summary Financials

Year ended 31 March

2013$’000

Year ended 31 March

2014$’000

Year ended 31 March

2015$’000

Six monthsended

30September

2015$’000

Revenue 3,207 4,200 5,905 4,008Gross profit 1,446 1,421 3,326 2,524Net loss before tax (499) (662) (2,503) (458)Total assets 1,913 2,736 1,469 2,049Total liabilities (1,617) (3,062) (2,686) (3,658)Cash and cash equivalents

957 776 149 169

DETAILS OF THE DISPOSAL

On 4 August 2014, the Group completed the disposal of Armour HomeElectronics Limited to Q Acoustics for a consideration of 25 per cent of theissued share capital of Q Acoustics which the Group has retained. As part ofthis transaction, the Company also lent £1.0 million to Armour HomeElectronics Limited on a five year term loan at an annual interest rate of10% per annum. On 21 May 2015, the Group provided a further £0.3 millionloan for 90 days to AHEL in addition to the existing £1.0 million loan and onsimilar terms. On 29 July 2015, the Company extended the term of the £0.3million loan from 90 days to 210 days. On 15 December 2015, this wasextended to 210 days and on 14 January 2016, monthly repayments wererescheduled with repayments of £100,000 made in January 2016 and£50,000 earlier this month. As at the date of this announcement, £1.15million remains outstanding and a further £50,000 is due to be repaid on15 March 2016.

At 31 August 2015, the retained equity stake in Q Acoustics was valued at £1in the Group’s audited balance sheet and the £1.3 million loan outstanding atthat time was valued at par value.

The retained investment in Q Acoustics does not relate to the business of theGroup following the Acquisition so in order to streamline the business andsimplify the balance sheet, the Independent Director has agreed to sell theCompany’s interest in Q Acoustics and the Loan to Hawk Investments inconsideration for the principal amount outstanding (plus any accrued, butunpaid interest). Under the terms of the Disposal, Hawk Investments hasagreed to pay the Company 50% of any sale proceeds that it receives if QAcoustics is sold within five years of the date of Admission, up to a maximumamount of additional consideration of £750,000, the Disposal is deemed arelated party transaction under Rule 13 of the AIM Rules.

EXISTING DIRECTORS AND PROPOSED DIRECTORS

At Admission, each of the Proposed Directors will be appointed to the Board

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and ALR Morton will retire after 14 years as Chairman of Armour Group plc.Following Admission, the New Board will comprise of three ExecutiveDirectors being Stuart Mitchell, Linda Palanza, Mark Wilson, and three Non-Executive Directors being Gary Lane, Richard Abraham and Matthew Woodrespectively. Brief biographical details of the Existing Directors, the ProposedDirectors and senior management are set out below.

Existing Directors:

Arthur Leonard Robert (Bob) Morton, aged 74, Executive Chairman

ALR Morton is a Chartered Accountant, successful entrepreneur and hassignificant public company experience. He has acted as chairman to anumber of companies, including MacLellan and Vislink plc and is currentlychairman of a number of listed companies, including Servoca plc, St. PeterPort Capital plc and Porta Communications plc. In addition, he is a director ofa number of private companies.

Mark John Wilson, aged 48, Finance Director

Mark was appointed Finance Director and Company Secretary in June 2014.He Joined the Group as Financial Controller in September 2009. Prior tojoining Armour, Mark held a number of financial controller roles.

Proposed Directors:

Stuart Roger Mitchell, aged 60, Chief Executive Officer

Stuart is an experienced executive in finance and general management and hasbeen in the industry for almost 30 years. His most recent corporate role wasCFO and Executive in charge of the Store Business Unit at retail softwarecompany NSB Retail Systems PLC. He has been involved with early stagegrowth situations, turnarounds, industry consolidations and sale situations andhas served as a board member on a number of public and private companiesspanning a range of industries. Examples of his previous board positions includeNSB, Alvis plc, Guinness Peat Group plc, and Stanley Gibbons Holdings, plc.

Linda Jean Palanza, aged 56, Chief Operating Officer

Linda Palanza is Chief Operating Officer of OneView. She works to oversee thatOne View’s vision and strategic initiatives are implemented in all divisions andis also actively involved in the day-to-day operations of sales, marketing,development and service delivery. Prior to OneView, over the last 30 yearsLinda has held executive and management positions at a variety of softwareproviders including GK Software AG, NSB Retail Systems PLC, Geac EnterpriseSystems, Advanced Business Technologies (ABT), Software 2000 (Infinium) andAmerican Software.

Gary Rodney Lane, aged 65, Non-Executive Director

Gary is a member of the OneView Board and has been so since his appointmentin October 2015. In addition to OneView, Gary is also currently Chairman of thefollowing companies: MitoQ, Wairakei International Golf Course and Alloy Yachts.

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Gary is a successful entrepreneur and a private investor in a number of listedand unlisted entities.

Ashley Richard Abraham, aged 70, Non-Executive Chairman

Richard is Chairman of the New Board, and has been Chairman of the Board ofOneView since his appointment in 2011. In addition to OneView, Richard is adirector of Optimity Ltd, a company involved in internet and technologyservices. He has previously been a Non-Executive Director and Chairman of NSBRetail Systems PLC, which was acquired by Epicor in 2008.

Matthew Graham Wood, aged 42, Non-Executive Director

Matt has a broad range of managerial skills, gained during a career spanningalmost 20 years in the financial sector. He is the Managing Director and one ofthe founders of ONE Advisory Group, a City-based multi-disciplined FCAregulated advisory firm founded in 2006, which provides a full suite of servicesto growth companies. Prior to setting up ONE Advisory, Matt worked in thecorporate finance department of Beeson Gregory (which became EvolutionSecurities and was later sold to Investec), advising both AIM and Full Listcompanies on a wide range of transactions including IPOs, secondaryfundraisings, mergers & acquisitions and corporate restructurings. Matt, whois a Fellow of the Institute of Chartered Accountants and is currently a non-executive director of Avarae Global Coins Plc and Finance Director ofHaydale Graphene Industries Plc.

WARRANTS AND SHARE OPTIONS

OneView has granted warrants over 379,072 of its shares of common stock.Immediately prior to Completion these warrants will be exercised by theCompany in exchange for the issue of 28,362,573 of the Consideration Sharespursuant to the Acquisition Agreement.

OneView has also granted options over a total of 386,474 of its shares ofcommon stock. On Completion of the Acquisition these will become options overthe Option Shares. The Option Shares will not be issued on Admission. TheOption Shares will be issued upon the exercise of the OneView Options by therelevant holder.

The Company has no outstanding share options. The Armour 2012 CompanyShare Option Plan for approved and unapproved options was approved at theCompany’s Annual General Meeting held on 31 January 2012 and approved bythe Company’s remuneration committee on 31 October 2012. The Armour 2012Company Share Option was amended on 25 February 2016 and will be used togrant options to employees and executive directors as determined by theremuneration committee.

PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION

On 26 February 2016, the Company, and Newco entered into the AcquisitionAgreement with OneView, pursuant to which the Company’s wholly ownedDelaware subsidiary, Newco, will merge with OneView (OneView being thesurviving corporation). In consideration for the merger, it was agreed that the

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shareholders of OneView would receive 305,263,158 New Ordinary Shares (inaggregate). Completion of the Acquisition Agreement, is conditional, amongstother things, upon Shareholder approval of the Resolution; and on Admission.

Stuart Mitchell has entered into a Limited Representation and IndemnificationAgreement with the Company supporting the warranties given by OneView inthe Acquisition Agreement.

DETAILS OF THE TENDER OFFERThe Company proposes that the Tender Offer be made, pursuant to whichfinnCap will purchase 22,392,875 Ordinary Shares, representing 23.07 percent. of the Existing Ordinary Shares at a price of 5 pence per OrdinaryShare. The Ordinary Shares purchased by finnCap under the Tender Offer willbe subsequently purchased by the Company under the terms of theRepurchase Agreement and will then be cancelled. The Tender Offer is subjectto the conditions set out in the Repurchase Agreement being fulfilled.Following completion of the Repurchase Agreement, but prior to the issue of theNew Ordinary Shares, the Company’s issued share capital will be reduced to74,658,621 Ordinary Shares. Hawk Investments has agreed to tender suchnumber of Ordinary Shares as may be required to ensure that the aggregatenumber of shares tendered is 22,392,875 Ordinary Shares. Hawk Investmentshas agreed to tender no shares unless required to do under this agreement TheTender Offer is open to Qualifying Shareholders on the Register at 5.30p.m. on 11 March 2016. The Tender Offer is required to ensure the Acquisitionis tax efficient for the Vendors.

How to accept the Tender Offer

Shareholders who hold Ordinary Shares in certificated form (that is, not inCREST)

Shareholders who hold Ordinary Shares in certificated form will also findaccompanying the Admission Document a Tender Form for use in connectionwith the Tender Offer. Such Shareholders who wish to tender some or all of theOrdinary Shares registered in their name on the Tender Offer Record Date shouldcomplete the Tender Form in accordance with the instructions. The completed,signed and witnessed Tender Forms together with your valid share certificatesand/or other document(s) of title should be sent either by post or by hand(during normal business hours only) to the Receiving Agents, Capita AssetServices, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU] by no later than 1.00 p.m. on 11 March. A reply paid envelope isenclosed for this purpose (for use within the UK only).

Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST)

Shareholders who hold Ordinary Shares in CREST (uncertificated form) who wishto take advantage of the Tender Offer should comply with those procedures inrespect of transferring uncertificated Ordinary Shares in escrow through CREST.To do so they should ensure that their CREST nominee custodians, brokers orfinancial advisers have been advised to send the TTE instruction through

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CREST so as to settle by no later than 1.00 p.m. on 11 March 2016.

Shareholder’s option to tender for more or less than their 23 for every 100shares held entitlement

Shareholders tendering their Tender Offer Entitlement will be satisfied in full(subject to completion of the Tender Offer). Shareholders may tender for sharesin excess of their Tender Offer Entitlement to the extent that other Shareholderstender less than their Tender Offer Entitlement (the aggregate number ofOrdinary Shares not taken up under Shareholders' Tender Offer Entitlementsbeing the "Shortfall"). In the event that there is a Shortfall, the Shortfall will beallocated in accordance with the proportion (expressed as a percentage) that aShareholder's surplus tender of Ordinary Shares bears to the aggregate numberof surplus tenders of Ordinary Shares from all Shareholders. The total number ofOrdinary Shares purchased pursuant to the Tender Offer shall not exceed22,392,875. The decision of finnCap as to the treatment of fractions or otherissues arising from any scaling back and/or rounding down will be conclusiveand binding on all Shareholders. Hawk Investments has agreed to tender suchnumber of Ordinary Shares as may be required to ensure that the aggregatenumber of shares repurchased is 22,392,875 Ordinary Shares.

LOCK-INS AND ORDERLY MARKET PROVISIONS

The Locked-in Shareholders, who on Admission will be the holders of245,398,524 Ordinary Shares in aggregate, representing approximately 68.2per cent. of the Enlarged Issued Share Capital, have undertaken to theCompany and finnCap not to dispose of any interests in Ordinary Shares for aperiod of 12 months, except in certain limited circumstances from Admissionand for a further 12 months thereafter to deal in their Ordinary Shares onlythrough finnCap with a view to maintaining an orderly market.

RELATIONSHIP AGREEMENT

Stuart Mitchell has entered into a relationship agreement with the Company andfinnCap and has agreed that while he holds at least 20 per cent. of the OrdinaryShares, he will exercise the voting rights attaching to his shares to, inter alia,maintain the balance of the independent directors on the board and to procurethat certain matters may only be approved with the consent of independentdirectors.

RELATED PARTY TRANSACTIONS

The Tender Offer, the Disposal, and the Acquisition will constitute related partytransactions for the purposes of Rule 13 of the AIM Rules and the Disposalconstitutes a substantial property transaction with a party connected to adirector for the purposes of the Companies Act 2006. Due to ALR Morton’sinterest in the Tender Offer, the Disposal and the Acquisition he is not able toexpress a view in relation to the Tender Offer, the Disposal or the Acquisition ormake any recommendation to Shareholders.

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The Independent Director, having consulted with the Company’s nominatedadviser, finnCap, considers that the terms of the Tender Offer, the Disposal andthe Acquisition are fair and reasonable in so far as Shareholders are concerned.

THE CITY CODE

Background to the Concert Party

On 18 December 2014 Armour announced that Hawk Investments and ALRMorton, his sons, Edward Morton, Charles Morton, Robert Morton and AndrewMorton together with Amy Morton (wife of Charles Morton), Susan Morton, HawkPension Fund Limited, Groundlinks Limited, Retro Grand Limited and SeraffinaHoldings Limited (who are presumed to be acting in concert with HawkInvestments for the purposes of the Code) (the Hawk Party) collectively held45,186,582 Ordinary Shares representing approximately 46.56 per cent. of thevoting rights in Armour.

On 24 December 2014 Hawk Investments announced that Mavis Morton held50,000 Ordinary Shares and she should also be treated as acting in concert withHawk Investments. Consequently, Hawk Investments and those parties acting inconcert with it held an aggregate of 45,236,582 Ordinary Shares representingapproximately 46.61 per cent. of the voting rights in Armour.

Under Rule 9 of the Code, Hawk Investments was required to make amandatory offer for the Ordinary Shares not already held by HawkInvestments or the other members of the concert party at a price of

4.75 pence per Armour Share in cash, being the highest price paid for ArmourShares by any member of the Hawk Investments or its concert party since awaiver in respect of Rule 9 of the Code was granted to Hawk Investments andpersons then acting in concert with it on 23 February 2011. Shareholders shouldnote that a Panel statement was released on 23 February 2015(http://www.thetakeoverpanel.org.uk/wp-content/uploads/2014/12/2015-3.pdf;2015-3 – Armour Group plc – Criticism of Mr Bob Morton).

Accordingly, on 24 December 2014 Hawk Investments confirmed that it wouldmake such a mandatory offer. The offer document in relation to this was postedto Armour shareholders on 16 January 2015 with the final closing date of theoffer being 20 February 2015. As a result of this mandatory offer HawkInvestments acquired 17,481,628 Ordinary Shares at 4.75p per share andfollowing the offer, Hawk Investments and persons then acting in concertwith it held 62,718,210 Ordinary Shares, representing approximately 64.62per cent. of Armour’s issued share capital.

As well as being a member of the Hawk Party, Hawk Investments is also asignificant shareholder in OneView and is therefore a Vendor. The board andimmediate family and related parties of the board of OneView who are Vendors,being Stuart Mitchell, Lane Capital Group, Bentinck Securities, Linda Palanza,Alexandria Johnson, Edward Mitchell, Lexy Johnson and Tod Johnson (the VendorParty) are deemed to be acting in concert with Hawk Investments. The ConcertParty comprises all the persons deemed to be acting in concert with Hawkinvestments, being all these Vendors, together with all the members of the HawkParty

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Consequently, Hawk Investments and those parties acting in concert with itwould hold an aggregate of up to 275,838,685 Ordinary Shares, representing72.4 per cent. of the voting rights in the Enlarged Group as shown below.

Concert Party

Current holdings inArmour

ConsiderationShares Resultant Holding in the Company on Admission

Number ofOrdinary

Shares

Percentageof Existing

OrdinaryShares

VendorShares

OptionShares

Number ofOrdinary

SharesOptionShares

Percentageof Enlarged

IssuedShare

Capital

Percentage ofFully Diluted

Share Capital

Hawk¹ 46,500,025 47.9%33,634,76

6 - 80,134,791 - 21.9% 21.0%

Hawk Pension Fund Limited2 1,000,000 1.0% - - 1,000,000 - 0.3% 0.3%

Seraffina Holdings Limited3 3,678,185 3.8% - - 3,678,185 - 1.0% 1.0%

Groundlinks Limited4 2,040,000 2.1% - - 2,040,000 - 0.6% 0.5%

Retro Grand Limited5 2,040,000 2.1% - - 2,040,000 - 0.6% 0.5%

Edward Morton 1,800,000 1.9% - - 1,800,000 - 0.5% 0.5%

Robert Morton 1,800,000 1.9% - - 1,800,000 - 0.5% 0.5%

Andrew Morton 1,800,000 1.9% - - 1,800,000 - 0.5% 0.5%

Charles Morton 900,000 0.9% - - 900,000 - 0.2% 0.2%

Amy Morton 900,000 0.9% - - 900,000 - 0.2% 0.2%

Susan Morton (direct interest) 210,000 0.2% - - 210,000 - 0.1% 0.1%

Mavis Morton 50,000 0.1% - - 50,000 - 0.0% 0.0%

Total of Hawk Party 62,718,210 64.6%33,634,7

66 - 96,352,976 - 26.3% 25.3%

Stuart Mitchell - -93,152,23

2 - 93,152,232 - 25.4% 24.4%

Lane Capital7 - -62,384,76

1 - 62,384,761 - 17.0% 16.4%

Bentinck Securities - - 9,726,739 - 9,726,739 - 2.7% 2.6%

Linda Palanza (Option holder only) - - 11,159,712 - 11,159,712 - 2.9%

Alexandria Johnson (Option holder only) - - 2,618,737 - 2,618,737 - 0.7%

Edward Mitchell (Option holder only) - - 299,284 - 299,284 - 0.1%

Tod Johnson (Option holder only) - - 374,105 - 374,105 - 0.1%

Total of Vendor Party 0 0.0%165,263,

73314,451,83

9165,263,73314,451,83

9 45.1% 47.2%

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Total of Concert Party 62,718,210 64.6%198,898,

49814,451,83

9261,616,70814,451,83

9 71.4% 72.4%

1ALR Morton and Susan Morton are beneficially interested in the Armour Shares held by Hawk because they own the entire issued

share capital of Hawk.

2ALR Morton and Susan Morton are beneficially interested in the Armour Shares held by Hawk Pension Fund Limited as its sole directors and shareholders.

3Charles Morton is beneficially interested in the Armour Shares held by Seraffina Holdings Limitedbecause all of Seraffina Holdings Limited’s shares are held on trust for the benefit of Charles Morton.

4Andrew Morton is beneficially interested in the Armour Shares held by Groundlinks Limited because all of Groundlinks Limited’s shares are held on trust for the benefit of Andrew Morton.

5Edward Morton is beneficially interested in the Armour Shares held by Retro Grand Limited becauseall of Retro Grand Limited’s shares are held on trust for the benefit of Edward Morton.

6Bentinck Securities Ltd is a company wholly owned by Richard Abraham and his wife.

7Of this total, Stuart Mitchell has a beneficial interest in 8,604,423 Consideration Shares.

The shareholdings calculated above assume that none of the shares held by theHawk Party are tendered in order to show the maximum possible holding ofOrdinary Shares in the Enlarged Issued Share Capital of the Company of theConcert Party.

The City Code

The City Code applies to the Company. Under Rule 9 of the City Code, where anyperson acquires, whether by a series of transactions over a period of time ornot, an interest in securities which (taken together with securities already heldby him and securities held or acquired by persons acting in concert with him)carry 30 per cent. or more of the voting rights of a company which is subjectto the City Code, that person is normally required to make a general offer to allthe holders of any class of equity share capital.

Rule 9 of the City Code also provides that where any person who, together withpersons acting in concert with him, is interested in securities which inaggregate carry not less than 30 per cent. but does not hold securities carryingmore than 50 per cent. of the voting rights of a company which is subject to theCity Code, and such person, or any person acting in concert with him, acquiresan interest in any other securities which increases the percentage of securitiescarrying voting rights in which he is interested, then such person is normallyrequired to make a general offer to all holders of any class of equity sharecapital.

An offer under Rule 9 must be in cash and at the highest price paid within thepreceding 12 months company by the person required to make the offer or anyperson acting in concert with him.

Rule 9 of the City Code further provides that where any person who,together with persons acting in concert with him, holds over 50 percent. of the voting rights of a company, acquires an interest in shares

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which carry additional voting rights, then they will not generally berequired to make a general offer to the other shareholders to acquirethe balance of their shares, although individual members of the ConcertParty will not be able to increase their percentage interests in sharesthrough or between a Rule 9 threshold without Panel consent.

Under the City Code, the Vendors of OneView are treated as acting inconcert for the purposes of the City Code.

The Concert Party includes Hawk Investments as a Vendor. Through theholding of the Hawk Party, ALR Morton is deemed to be in concert witha number of parties which in aggregate hold 62,718,210 ExistingOrdinary Shares, representing approximately 64.6 per cent. of theentire Existing Ordinary Shares of the Company.

Pursuant to the Acquisition Agreement the Vendors will receive VendorShares. Accordingly immediately following Admission, the ConcertParty will own 72.4 per cent of the Enlarged Issued Share Capital onthe basis that no shares are tendered by the Concert Party.

Dispensation from Rule 9 of the City Code in relation to the Proposals

The Concert Party’s acquisition of Vendor Shares pursuant to the Acquisitionwould normally result in the Concert Party having to make a general offer toShareholders pursuant to Rule 9 of the City Code.

Under Note 1 on the Notes on the Dispensations from Rule 9 of the City Code,the Panel will normally waive the requirement for a general offer to be made inaccordance with Rule 9 of the City Code if Independent Shareholders pass anordinary resolution on a poll at a general meeting approving such a waiver.

The Panel has agreed, subject to the approval of Independent Shareholders on apoll at the General Meeting, to waive the obligation for the Concert Party tomake a general offer that would otherwise arise as a result of the Concert Partyacquiring the Consideration Shares.

Accordingly the Whitewash Resolution (Resolution 1) is being proposed at theGeneral Meeting and will be taken on a poll by Independent Shareholders. Themembers of the Concert Party will not vote in relation to Resolution 1.

Shareholders should also be aware that if the Resolutions are passed, theConcert Party will not be restricted from making an offer for the Company.

WORKING CAPITALThe Existing Directors and Proposed Directors are of the opinion, having madedue and careful enquiry, that, taking into account the existing cash resourcesavailable to the Enlarged Group, the working capital available to the EnlargedGroup will be sufficient for its present requirements, that is for at least the next12 months from the date of Admission.

DIVIDEND POLICY

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The Enlarged Group will primarily seek to achieve capital growth for itsShareholders and it is the New Board’s intention during the current phase ofthe Enlarged Group’s development to retain future distributable profits and onlyrecommend dividends when appropriate and practicable.

GENERAL MEETING

The notice convening the General Meeting is set out at the end of theAdmission Document which will be posted to shareholders later today. A GeneralMeeting has been convened for 10.00 a.m. on 14 March 2016 to be held at theoffices of Arnold & Porter (UK) LLP, Tower 42, 25 Old Broad Street, LondonEC2N 1QH for the purpose of considering and, if thought fit, passing thefollowing resolutions:

Ordinary Resolutions to:

1. approve the Waiver;2. approve the Acquisition;3. approve the Disposal;4. approve the Repurchase Contract; and5. authorise the Directors to allot relevant equity securities under section 551

of the Companies Act.

Special Resolutions to:

6. disapply statutory pre-emption rights;7. change the name of the Company to OneView Group Plc; and8. adopt new Articles of Association.

The new Articles of Association are in substantially the same form as theexisting Articles of Association, save that references to the deferred shares,which were cancelled in 2015, have been deleted. In addition, the new Articlesinclude a provision that states that the Company may stop sending notices to anyshareholder after two consecutive notices have been sent to the shareholder’sregistered address and been returned undelivered. The shareholder will not beentitled to receive any more notices or other communication until they havegiven the Company a new registered address (or address for service in the UK).

To be passed Resolutions 1 to 5 require a majority of more than 50% andResolutions 6 to 8 will require a majority of not less than 75% of theShareholders voting in person or by proxy in favour of each Resolution. Inaccordance to the requirements of the Panel, Resolution 1 shall be taken ona poll of Independent Shareholders only.

ADMISSION AND CREST SETTLEMENT

As the Acquisition constitutes a reverse takeover under the AIM Rules forCompanies, Shareholder consent to the Acquisition is required at the GeneralMeeting. If the Resolutions are duly passed at the General Meeting, theadmission of the Company’s Existing Ordinary Shares to trading on AIM will be

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cancelled (immediately prior to Admission) and the Enlarged Issued Share Capitalwill be admitted to trading on AIM on Admission.

Application will be made to the London Stock Exchange for the EnlargedIssued Share Capital to be admitted to trading on AIM. Admission is expected totake place at 8.00 a.m. on 21 March 2016.

CREST is a paperless settlement procedure enabling securities to be evidencedotherwise than by a certificate and transferred otherwise than by a writteninstrument in accordance with the requirements of CREST. The Articles permitthe holding and transfer of Ordinary Shares to be evidenced in uncertificatedform in accordance with the requirement of CREST. The New Ordinary Sharesare eligible for CREST settlement. Accordingly, following Admission, settlementof transactions in Ordinary Shares may take place within the CREST system if therelevant Shareholder so wishes. CREST is a voluntary system and Shareholderswho wish to receive and retain share certificates will be able to do so.

IRREVOCABLE UNDERTAKINGS TO APPROVE THE PROPOSALS

Independent Shareholders have given irrevocable undertakings to the Companyto vote in favour of all the Resolutions to be proposed at the General Meeting(and, where relevant, to procure that such action is taken by the relevantregistered holders if that is not them) in respect of their holdings totalling, inaggregate, 5,131,933 Existing Ordinary Shares, representing approximately 5.29per cent. of the Existing Share Capital.

RECOMMENDATIONAs described in the Admission Document which will be posted to shareholderslater today, I, the Independent Director, having been so advised by finnCap asthe independent financial adviser to the Company for the purposes of Rule 3 ofthe City Code, consider the Proposals, save for the Tender Offer as detailedbelow, to be fair and reasonable and in the best interests of IndependentShareholders and the Company as a whole. In advising me as the IndependentDirector, finnCap has taken into account my commercial assessments. Irecommend that you vote in favour of the Resolutions.

I am making no recommendation to Qualifying Shareholders in relation toparticipation in the Tender Offer itself. Whether or not Qualifying Shareholdersdecide to tender their Ordinary Shares will depend, amongst other things, ontheir view of the Company’s prospects and on their own individual circumstances(including their own tax position).

If you are in any doubt as to the action you should take, you are recommended toseek your own independent advice.

EXPECTED TIMETABLE OF PRINCIPAL EVENTSPublication of Admission Document 26 February 2016Latest time and date for receipt of Forms of Proxy in connection with the General Meeting

10.00 a.m. on 10 March2016

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Latest time and date for receipt of CREST Proxy Instructions in connection with the General Meeting

10.00 a.m. on 10 March2016

Latest time and date for receipt of Tender Forms and TTE Instructions from CREST Shareholders

1.00 p.m. on 11 March2016

Record Time for the Tender Offer 5.30 p.m. on 11 March2016

General Meeting 10.00 a.m. on 14 March2016

Results of General Meeting and Tender Offer by 5.00 p.m. on 14 March2016

Completion of the Tender Offer and the Repurchase 15 March 2016Admission effective and dealings in the Enlarged IssuedShare Capital to commence on AIM

8.00 a.m. on 21 March2016

Completion of the Acquisition 21 March 2016Payment through CREST for uncertificated Ordinary Shares repurchased pursuant to the Tender Offer and CREST accounts credited with uncertificated Ordinary Shares unsuccessfully tendered

Week commencing 28March 2016

Cheques despatched for certificated Ordinary Shares repurchased pursuant to the Tender Offer and despatch of balance share certificates for unsold certificated Ordinary Shares

Week commencing 28March 2016

ADMISSION AND ACQUISITION STATISTICSNumber of Existing Ordinary Shares in issue at the date of this Announcement

97,051,496

Number of Existing Ordinary Shares to be repurchased by the Company under the proposed Tender Offer

22,392,857

Number of Existing Ordinary Shares in issue following the Tender Offer

74,658,621

Issue Price and price at which Tender Offer is to be made 5pNumber of Vendor Shares to be issued on Completion of the Acquisition

276,346,760

Number of Option Shares (which shall be issued upon exercise by the holders of the OneView options)

28,916,398

Total Consideration Shares 305,263,158

Number of Ordinary Shares in issue immediately following theTender Offer, the Acquisition and Admission

351,005,381

Percentage of Enlarged Issued Share Capital represented by the Vendor Shares

78.7 per cent.

Percentage of Enlarged Issued Share Capital represented by the Option Shares

8.2 per cent.

Market capitalisation immediately following the Acquisition and Admission

£17.55 million

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“Accountants’ Report” the report on the historical financialinformation relating to OneViewprepared by BDO LLP

“Acquisition” the Company’s proposed acquisition,through Newco, of the entire issuedshare capital of OneView pursuant tothe terms of the Acquisition Agreement

“Acquisition Agreement” the conditional agreement between theCompany, Newco, and OneViewrelating to the Acquisition

“Acquisition Resolution” the resolution numbered 2 as set out inthe Notice of General Meeting

“Admission” admission of the Enlarged Issued ShareCapital to trading on AIM and suchadmission becoming effective inaccordance with the AIM Rules

“Admission Agreement” the conditional agreement dated 26February 2016 made between theCompany, the Existing Directors, theProposed Directors and finnCap relatingto Admission

“AHEL” Armour Home Electronics Limited(incorporated and registered in Englandand Wales with company number01530915)

“AIM” the market of that name operated bythe London Stock Exchange

“AIM Rules for Companies” or “AIMRules”

the rules for companies whosesecurities are admitted to trading onAIM, as published by the LondonStock Exchange from time to time

“AIM Rules for Nominated Advisers”

the rules setting out the eligibilityrequirements, ongoing obligationsand certain disciplinary matters inrelation to nominated advisers, as

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published by the London StockExchange from time to time

“Alphason Designs” or “AD” Alphason Designs Limited (incorporatedand registered in England and Wales with company number 01893644)

“ALR Morton” Arthur Leonard Robert (Bob) Morton,Executive Chairman of the Company

“Armour Home” AHEL, AHK, AD, MS, GP and QEDtogether

“Armour Hong Kong” or “AHK” Armour Hong Kong Limited(incorporated and registered in HongKong with company number 1069003)

“Articles of Association” or“Articles”

the articles of association of theCompany adopted on 23 February 2011

“Bentinck Securities” Bentinck Securities Ltd, a companywholly owned by proposed DirectorRichard Abraham and his wife

“business day” a day (other than Saturdays orSundays or public holidays) on whichbanks are open in London for normalbanking business

“Capita Asset Services” a trading name of Capita Registrars Ltd

“certificated” or “in certificatedform”

in relation to an Ordinary Share,recorded on the Company’s Register asbeing held in certificated form (that isnot in CREST)

“City Code” the City Code on Takeovers andMergers

“Companies Act” the Companies Act 2006, as amended

“Company” or “Armour” Armour Group plc, a companyincorporated in England and Wales withregistered number 00803572

“Completion” completion of the Acquisition inaccordance with the terms of theAcquisition Agreement

“Concert Party” the Hawk Party and the Vendor Partywho are all deemed to be acting in

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concert

“Concert Party Directors” the directors of each of HawkInvestments, Seraffina HoldingsLimited, Groundlinks Limited, RetroGrand Limited, Hawk Pension FundLimited and Lane Capital Group

“Consideration Shares” the Vendor Shares and the OptionShares

“Corporate Governance Code” the UK Corporate Governance Codeissued by the Financial ReportingCouncil, as in force from time to time

“CREST” the system for the paperlesssettlement of trades in securities andthe holding of uncertificated securitiesoperated by Euroclear in accordancewith the CREST Regulations

“CREST Manual” the rules governing the operation ofCREST, consisting of the CRESTReference Manual, the CRESTInternational Manual, the CRESTCentral Counterparty Service Manual,the CREST Rules, Registrars ServiceStandards, Settlement Discipline Rules,CCSS Operations Manual, DailyTimetable, CREST Applicationprocedure and CREST Glossary of Terms(all as defined in the CREST Glossary ofTerms promulgated by Euroclear on 15July 1996 and as amended since)

“CREST member” a person who is admitted to Euroclearas a system-member (as defined in theCREST Regulations)

“CREST Regulations” or“Regulations”“CREST sponsor”

the Uncertificated SecuritiesRegulations 2001 (SI 2001 No. 3755),as amended from time to time a CRESTparticipant admitted to CREST as aCREST sponsor

“Disposal” the proposed disposal to HawkInvestments of the 25 per cent. equityinterest in Q Acoustics currently held byArmour and the transfer of the Loan toHawk Investments

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“Disposal Agreement” the conditional agreement between theCompany, Armour Automotive GroupLimited and Hawk Investments relatingto the Disposal

“Disclosure and TransparencyRules”

the disclosure and transparency rulesmade by the FCA under Part VI of FSMA

“Enlarged Group” the Company and its subsidiaries(including OneView and itssubsidiaries) following the Acquisition

“Enlarged Issued Share Capital” the entire issued ordinary share capitalof the Company immediately followingAdmission comprising the ExistingOrdinary Shares (other than thoserepurchased by the Company pursuantto the Tender Offer and cancelled) andthe New Ordinary Shares

“EU” the European Union

“Euroclear” Euroclear UK & Ireland Limited

“Existing Directors” the current directors of the Company,being ALR Morton and Mark Wilson

“Existing Ordinary Shares” the 97,051,496 Ordinary Shares thatare in issue at the date of thisannouncement

“Financial Conduct Authority”or “FCA”

the Financial Conduct Authority of theUnited Kingdom acting in its capacityas the competent authority for thepurposes of Part VI of FSMA

“finnCap” finnCap Ltd, nominated adviser andbroker to the Company

“FSMA” the Financial Services and Markets Act2000, as amended

“Fully Diluted Share Capital” the entire issued ordinary share capitalof the Company following Admissioncomprising the Existing OrdinaryShares (other than those re-purchasedby the Company pursuant to the TenderOffer and cancelled), the New OrdinaryShares and the Option Shares

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“General Meeting” or “GM” the general meeting of the Company tobe held at the offices of Arnold & Porter(UK) LLP, Tower 42, 25 Old BroadStreet, London, EC2N 1HQ at 10.00a.m. on 14 March 2016

“Goldring Products” or “GP” Goldring Products Limited (incorporatedand registered in England and Waleswith company number 01243730)

“Group” the Company and its subsidiaries priorto Admission

“Hawk Investments” Hawk Investment Holdings Limited, acompany incorporated in Guernsey withregistered number 44994, whollyowned by Mr and Mrs ALR Morton

“Hawk Party” the members of the concert party aspreviously disclosed in the Armourcircular dated 16 January 2015 beingHawk Investments, ALR Morton, EdwardMorton, Charles Morton, Robert Morton,Andrew Morton, Amy Morton, MavisMorton, Susan Morton, Hawk PensionFund Limited, Groundlinks Limited,Retro Grand Limited and SeraffinaHoldings Limited

“HMRC” Her Majesty’s Revenue & Customs

“IFRS” International Financial ReportingStandards

“IHT” inheritance tax

“Independent Director” Mark Wilson

“Independent Shareholders” holders of Existing Ordinary Shares whoare not members of the Concert Party

“ISIN” International Securities IdentificationNumber

“Issue Price” 5 pence per New Ordinary Share

“Lane Capital” Lane Capital Group Limited, a companywholly owned by Proposed DirectorGary Lane and his immediate family

“Loan” the outstanding loan of £1.15m to

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AHEL, due to the Company

“Lock-in Agreements” the lock-in and orderly marketingagreements dated 26 February enteredinto between (1) the Company, (2)finnCap and (3) the Locked-inShareholders

“Locked-in Shareholders” Hawk Investments, Stuart Mitchell,Gary Lane and Richard Abraham

“London Stock Exchange” London Stock Exchange plc

“Myryad Systems” or “MS” Myryad Systems Limited (incorporatedand registered in England and Waleswith company number 02877962)

“New Board” the board of directors followingAdmission, being the ProposedDirectors and Mark Wilson

“Newco” OneView Commerce Acquisition Corp.,a wholly owned subsidiary of theCompany, formed for the purpose ofthe Acquisition

“New Ordinary Shares” the Vendor Shares

“Official List” the Official List of the UK ListingAuthority

“OneView” OneView Commerce, Inc

“OneView Group” OneView, Enactor Americas, Inc. andOneView Commerce DE GmbH, itswholly owned subsidiaries

“OneView Options” means the existing share optionsgranted to directors and employees ofOneView exercisable for shares inOneView

“Option Shares” 28,916,398 new Ordinary Shares which,following the completion of theAcquisition, will be issued upon exerciseby a holder of OneView Options

“Ordinary Shares” or “Shares” ordinary shares with a nominal value of1 penny each in the capital of theCompany

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“Panel” the Panel on Takeovers and Mergers

“Proposals” the Disposal, the Acquisition, theTender Offer, the Waiver, the proposedchange of name of the Company toOneView Group plc and Admission

“Proposed Directors” the additional directors of the Companyto be appointed with effect fromAdmission, being Stuart Mitchell, LindaPalanza, Gary Lane, Richard Abrahamand Matthew Wood

“Prospectus Directive” EU Prospectus Directive 2003/71/ECincluding any relevant measure ineach member state of the EuropeanEconomic Area that has implementedDirective 2003/71/EC

“Prospectus Rules” the prospectus rules made by the FCAunder Part VI of FSMA

“Q Acoustics Limited” or“Q Acoustics”

Q Acoustics Limited (formerly AHE 100Limited) (incorporated and registered inEngland and Wales with companynumber 09104337) whose registeredoffice is at Stortford Hall Industrial Park,Dunmow Road, Bishops Stortford,Hertfordshire CM23 5GZ and is ownedin part by George Dexter, Nicola Wint,Chris Emerson and Armour AutomotiveGroup Limited, a 100% subsidiary ofArmour Group plc

“QED” QED Audio Products Limited(incorporated and registered inEngland and Wales with companynumber 02924135)

“Qualifying Shareholders” for the purposes of the Tender Offer,Shareholders on the Company’sRegister at the Record Time other thanthose who are Restricted Shareholders

“Receiving Agent” Capita Asset Services of The Registry,34 Beckenham Road, Beckenham, KentBR3 4TU

“Record Time” 5.30 p.m. on 11 March 2016

“Register” the Company’s register of members

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“Registrars” Capita Asset Services of The Registry,34 Beckenham Road, Beckenham, KentBR3 4TU

“Relationship Agreement” the relationship agreement dated 26February 2016 between (1) theCompany, (2) finnCap and (3) Stuart Mitchell

“Repurchase” the purchase by the Company of22,392,875 Ordinary Shares by way ofan off market purchase pursuant to theRepurchase Agreement

“Repurchase Agreement” the agreement dated 26 February 2016between the Company and finnCap forthe repurchase by the Company of theOrdinary Shares purchased by finnCappursuant to the Tender Offer (orotherwise a corresponding number ofOrdinary Shares) by way of an offmarket purchase

“Resolutions” the resolutions set out in the Notice ofGeneral Meeting

“Restricted Jurisdiction” each of the United States, Canada,Australia, New Zealand, South Africaand Japan and any other jurisdictionwhere the mailing of the admissiondocument and any related documentsinto or inside such jurisdiction wouldconstitute a violation of the laws ofsuch jurisdiction

“Restricted Shareholder” a Shareholder with a registered addressin a Restricted Jurisdiction

“SDRT” stamp duty reserve tax

“Shareholders” holders of Existing Ordinary Shares

“Subsidiaries” the subsidiaries of OneView at the dateof this announcement

“tender” and “tendered” refers to tenders by QualifyingShareholders of Ordinary Sharespursuant to the Tender Offer

“Tender Form” the tender form issued with the

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admission document to Shareholdersfor use in respect of Ordinary Sharesheld in certificated form

“Tender Offer” the invitation by finnCap to QualifyingShareholders to tender Ordinary Sharesfor sale to finnCap on the terms andsubject to the conditions set out in theadmission document and, in the case ofOrdinary Shares held in certificatedform only, in the Tender Form

“Tender Offer Entitlement” the entitlement of a QualifyingShareholder to sell, under the TenderOffer, 23.1 per cent. of the OrdinaryShares registered in his name at theRecord Time (rounded down to thenearest whole Ordinary Share)

“Tender Offer Closing Date” 1.00 p.m. on 11 March 2016

“Tender Offer Price” the price of 5 pence per OrdinaryShare, being the price at which finnCapis to purchase Ordinary Shares underthe Tender Offer

“Tender Offer Record Date” 5.30 p.m. on 11 March 2016

“TFE instruction” a transfer from escrow instruction (asdefined by the CREST manual issuedby Euroclear)

“TTE instruction” a transfer to escrow instruction (asdefined by the CREST manual issued byEuroclear)

“TIDM” tradable instrument display mnemonic

“United Kingdom” or “UK” the United Kingdom of Great Britainand Northern Ireland

“UK Listing Authority” the FCA acting in its capacity as thecompetent authority for the purposesof Part VI of FSMA

“uncertificated” or “inuncertificated form”

in relation to an Ordinary Share,recorded on the Company’s Register asbeing held in uncertificated form inCREST and title to which may betransferred by means of CREST

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“US” or “United States” the United States of America

“VAT” value added tax

“Vendor Party” certain of the Vendors namely StuartMitchell, Lane Capital Group, RichardAbraham, Linda Palanza, AlexandriaJohnson, Edward Mitchell and TodJohnson

“Vendor Shares” 276,346,760 new Ordinary Shares to beallotted and issued by the Company onCompletion to the Vendors pursuant tothe Acquisition Agreement. Thisincludes 28,362,573 new OrdinaryShares to be allotted in respect of thewarrants held by certain vendors

“Vendors” the shareholders of OneView

“Waiver” the waiver by the Panel of theobligation that would otherwise ariseon the Concert Party to make a generaloffer for the Company pursuant to Rule9 of the City Code

“Whitewash Resolution” the resolution numbered 1 as set out inthe Notice of General Meeting to bevoted on by the IndependentShareholders by way of poll at theGeneral Meeting to approve the Waiver

“$” or “dollars” US dollars, the lawful currency of theUnited States

“£” or “sterling” UK pounds sterling, the lawful currencyof the United Kingdom