PLACING AND ADMISSION TO AIM ADMISSION DOCUMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you should consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities. This document, which comprises an AIM admission document, has been drawn up in accordance with the AIM Rules and has been issued in connection with the application for admission to trading on AIM of the entire issued and to be issued share capital of the QUIZ plc (the “Company”). This document does not constitute an offer of transferable securities or constitute any part of an offer to the public within the meaning of sections 85 and 102B of FSMA. Accordingly, this document does not constitute a prospectus under the Prospectus Rules published by the FCA and has not been approved by or filed with the FCA. The definitions used in this document are at pages11to14. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. The London Stock Exchange has not itself examined or approved the contents of this document. The rules of AIM are less demanding than those of the Official List. The Ordinary Shares are not traded on any other recognised investment exchange and no application has been made for the Ordinary Shares to be listed on any other recognised investment exchange. Applicationwill bemade for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM on28 July2017. The Company, whose registered office appears on page9, and the Directors and the Proposed Directors, whose names appear on page9, accept responsibility, both individually and collectively, for the information contained in this document and for the Company’s compliance with the AIM Rules. To the best of the knowledge and belief of the Company and the Directors and the Proposed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. Prospective investors should read the whole text of this document, should be aware that an investment in the Company involves a high degree of risk and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. In particular, the attention of prospective investors is drawn to the risk factors set out in Part II of this document. (a company incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 123460) Placing of 63,760,320 Ordinary Shares at 161 pence per share and Admission to trading on AIM Financial Adviser, Nominated Adviser and Broker Share capital immediately following Admission Issued and Fully Paid Number Nominal Value OrdinaryShares of 0.3 pence each 124,230,905 £372,692.715 Panmure Gordon (UK) Limited (“Panmure Gordon”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser and broker to the Company in connection with Admission and the Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person (including a recipient of this document) on the contents of this document or any transaction or arrangement referred to herein. Panmure Gordon has not authorised the contents of any part of this document for the purposes of FSMA. The responsibilities of Panmure Gordon as the Company’s nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director, Shareholder or any other person in respect of a decision to subscribe for Ordinary Shares. Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by FSMA or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares, Admission or the Placing, Panmure Gordon accordingly disclaims all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement. In making any investment decision in respect of the Ordinary Shares, no information or representation should be relied upon other than as contained in this document. No person has been authorised to give any information or make any representation other than that contained in this document and, if given or made, such information or representation must not be relied upon as having been authorised. None of the Company, the Directors, the Proposed Directors or Panmure Gordon are providing prospective investors with any representations or warranties or any legal, financial, business, tax or other advice. Prospective investors should consult with their own advisers as needed to assist them in making their investment decision and to advise them whether they are legally permitted to acquire Ordinary Shares. This document does not constitute an offer to sell or issue, or the solicitation of an offer to subscribe for or buy, securities in any jurisdiction in which such offer or solicitation is unlawful. The Company and Panmure Gordon do not make any representation to any offeree, subscriber or acquirer of Ordinary Shares regarding the legality of an investment in the Ordinary Shares by such offeree, subscriber or acquirer under the law applicable to such offeree, subscriber or acquirer. Each investor should consult with his or its own advisers as to the legal, tax, business, financial and related aspects of an acquisition of Ordinary Shares. United States The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, into or within the United States. This document and the securities referenced herein may be distributed in “offshore transactions” as defined in, and in reliance on, Regulation S under the US Securities Act. THIS DOCUMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS, OR WHO IS LOCATED OR RESIDENT IN, THE UNITED STATES. Panmure Gordon may arrange for any Ordinary Shares to be offered and sold only outside the United States in accordance with Regulation S under the US Securities Act. In addition, until 40 days after Admission, an offer, sale or transfer of the Ordinary Shares into or within the United States by a dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act. Canada, Australia, the Republic of South Africa and Japan and other restricted countries or territories This document is not for distribution into Canada, Australia, the Republic of South Africa and Japan. The Ordinary Shares have not been and will not be registered under the applicable securities laws of any province or territory of Canada, Australia, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations and will not be made to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan. The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. 2 IMPORTANT INFORMATION Prospective investors should only rely on the information contained in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, the Proposed Directors or Panmure Gordon. No representation or warranty, express or implied, is made by Panmure Gordon as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by Panmure Gordon as to the past, present or future. No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised. Without prejudice to any legal or regulatory obligation of the Company to publish a supplementary admission document pursuant to the AIM Rules for Companies, neither the delivery of this document nor any subscription or sale made pursuant to this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Group taken as a whole since the date of this document or that the information in it is correct as of any time after the date of this document. The Company will update the information provided in this document by means of a supplement to it if a significant new factor, material mistake or inaccuracy arises or is noted relating to the information included in this document. Any supplementary admission document will be made public in accordance with the AIM Rules for Companies. The contents of this document are not to be construed as legal, financial or tax advice. Each prospective investor should consult a legal adviser, an independent financial adviser duly authorised under FSMA or a tax adviser for legal, financial or tax advice in relation to any investment in or holding of Ordinary Shares. Each prospective investor should consult with such advisers as needed to make its investment decision and to determine whether it is legally permitted to hold shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Investing in and holding Ordinary Shares involves financial risk. Prior to investing in Ordinary Shares, investors should carefully consider all of the information contained in this document, paying particular attention to the section entitled Risk Factors in Part II of this document. Investors should consider carefully whether an investment in Ordinary Shares is suitable for them in light of the information contained in this document and their personal circumstances. In connection with the Placing, Panmure Gordon and any of its affiliates, acting as investors for their own accounts, may acquire Ordinary Shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this document to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt with should be read as including any offer to, or subscription, acquisition, dealing or placing by, Panmure Gordon and any of its affiliates acting as investors for their own accounts. Panmure Gordon does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Panmure Gordon and its affiliates may have in the past engaged, and may in the future, from time to time, engage in transactions with, and provided various investment banking, financial advisory and other ancillary activities in the ordinary course of their business with the Company, in respect of which they have received, and may in the future receive, customary fees and commissions. As a result of these transactions, these parties may have interest that may not be aligned, or could possibly conflict, with the interests of investors. Investment in the Company carries risk. There can be no assurance that the Company’s strategy will be achieved and investment results may vary substantially over time. Investment in the Company is not intended to be a complete investment programme for any investor. The price of Ordinary Shares and any income from Ordinary Shares can go down as well as up and investors may not realise the value of their initial investment. Prospective Shareholders should carefully consider whether an investment in Ordinary Shares is suitable for them in light of their circumstances and financial resources and should be able and willing to withstand the loss of their entire investment (see the risk factors set out in Part II of this document). If you are in any doubt about the contents of this document, you should consult a person authorised under FSMA, who specialises in advising on the acquisition of shares and other securities. 3 Investment in the Company is suitable only for financially sophisticated individuals and institutional investors who have taken appropriate professional advice, who understand and are capable of assuming the risks of an investment in the Company and who have sufficient resources to bear any losses, which may result therefrom. Forward-Looking statements Certain statements contained herein are forward-looking statements and are based on current expectations, estimates and projections about the potential returns of the Group, industry, and markets in which the Group will operate. Words such as “expects”, “anticipates”, “should”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “pipeline”, “aims”, “may”, “targets”, “would”, “could” and variations of such words and similar expressions are intended to identify such forward-looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence, the availability of financing on acceptable terms and changes in the legal or regulatory environment. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies. Market and financial information The data, statistics and information and other statements in this document regarding the markets in which the Group operates, or its position therein, are based on Group’s records or are taken or derived from statistical data and information derived from the sources described in this document. In relation to these sources, such information has been accurately reproduced from the published information, and, so far as the Directors and Proposed Directors are aware and are able to ascertain from the information provided by the suppliers of these sources, no facts have been omitted which would render such information inaccurate or misleading. Presentation of financial information The report on financial information included in Part III of this document has been prepared in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and the related consent to its inclusion in this document appearing in paragraph 18.3 of Part IV of this document has been included as required by the AIM Rules for Companies and solely for that purpose. Unless otherwise indicated, financial information in this document, including audited financial statements for the Subsidiaries for the three years ended 31 March 2017, and the notes to those financial statements, has been prepared on an aggregated basis and in accordance with International Financial Reporting Standards. QUIZ plc’s was incorporated on 1 February 2017 and acquired its Subsidiaries pursuant to the Share Exchange Agreements on 5 April 2017, details of which are set out in paragraphs3.7of Part IV of this document. Non-IFRS information This document contains certain financial measures that are not defined or recognised under IFRS, including EBITDA. EBITDA result from Group operating profit adjusted for depreciation and amortisation, share-based payments and exceptional items. Information regarding EBITDA or similar measures is sometimes used by investors to evaluate the efficiency of a company’s operations and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements. There are no generally accepted principles governing the calculation of EBITDA or similar measures and the criteria upon which EBITDA or similar measures are based can vary from company to company. EBITDA alone does not provide a sufficient basis to compare the Company’s performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity. 4 Rounding Certain data in this document, including financial, statistical and operational information, has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent. Currency presentation In the document, references to “sterling”, “£”, “pence” and “p” are to the lawful currency of the United Kingdom, references to “€”, “EUR” and “euro” are to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty and references to “$”, “USD” and “dollars” are to the lawful currency of the United States. Unless otherwise indicated, the financial information contained in this document has been expressed in sterling. The Group presents its financial statements in sterling. No incorporation of website information The contents of the Company’s website or any hyperlinks accessible from the Company’s website do not form part of this document and investors should not rely on them. Defined terms and references Certain terms used in this document and certain technical and other terms used in this document are defined or explained (as appropriate) in the section of this document on pages11to14under the heading “Definitions”. All times referred to in this document are, unless otherwise stated, references to London time. All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. Jersey regulatory statements The Jersey Financial Services Commission (the “Commission”) has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of shares by the Company. A copy of this document has been delivered to the Jersey registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 and the registrar has given, and has not withdrawn, its consent to its circulation. It must be distinctly understood that, in giving this consent, neither the Jersey registrar of companies nor the Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. 5 TABLE OF CONTENTS Page EXPECTED TIMETABLE FOR THE PLACING AND ADMISSION 7 PLACING STATISTICS 8 DIRECTORS,OFFICERSAND ADVISERS 9 DEFINITIONS 11 PART I INFORMATION ON THE GROUP 15 PART II RISK FACTORS 39 PART III HISTORICAL FINANCIAL INFORMATION 52 SECTION A: ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION 52 SECTION B: HISTORICAL FINANCIAL INFORMATION 54 PART IV ADDITIONAL INFORMATION 77 PART V TERMS AND CONDITIONS OF THE PLACING 114 6 EXPECTED TIMETABLE FOR THE PLACING AND ADMISSION Publication of this document 20 July2017 Admission becomes effective and dealings in the Enlarged Share Capital expected to commence on AIM at or about8.00a.m.28 July2017 CREST stock accounts credited for Ordinary Shares in uncertificated form 28 July2017 Despatch of definitive share certificates for Placing Shares (where applicable) by10August2017 Notes Each of the times and dates in the above timetable is subject to change. All times are London times unless otherwise stated. 7 PLACING STATISTICS Placing Price per Placing Share 161pence Number of Existing Ordinary Shares 117,647,054 Number of New Shares to be issued by the Company pursuant to the Placing 6,583,851 Number of Sale Shares to be sold by the Selling Shareholders pursuant to the Placing 57,176,469 Number of Ordinary Shares in issue immediately following Admission 124,230,905 Percentage of Enlarged Share Capital represented by Placing Shares 51.3per cent. Percentage of Enlarged Share Capital represented by New Shares 5.3per cent. Percentage of Enlarged Share Capital represented by Sale Shares 46.0per cent. Gross proceeds of the Placing £102.7million Gross proceeds of the Placing receivable by the Company, before expenses £10.6million Estimated net proceeds of the Placing receivable by the Company, after expenses £9.4million Gross proceeds of the Placing receivable by the Selling Shareholders, before expenses £92.1million Estimated net proceeds of the Placing receivable by the Selling Shareholders, after expenses £89.8million Expected market capitalisation of the Company at the Placing Price immediately following Admission(1) £200.0million TIDM QUIZ ISIN JE00BZ00SF59 SEDOL BZ00SF5 DESC ORD GBP0 OPOL XLON Website www.quizgroup.co.uk Notes (1) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will equal or exceed the Placing Price. 8 DIRECTORS, OFFICERS AND ADVISERS Directors Tarak Ramzan (Chief Executive Officer) Gerard (Gerry) Sweeney (Chief Financial Officer) Sheraz Mohammed Ramzan (Chief Commercial Officer) Roger Thomas Mather (Independent Non-executive Director) Proposed Directors Peter Alan Cowgill (Independent Non-executive Chairman) CharlotteRoseO’Sullivan (Independent Non-executive Director) Company Secretary Gerard Sweeney Assistant Company Secretary Mourant Ozannes Secretaries (Jersey) Limited 22 Grenville Street St Helier Jersey Channel Islands JE4 8PX Registered Office 22 Grenville Street St Helier Jersey Channel Islands JE4 8PX Principal Place of Business 61 Hydepark Street Glasgow G3 8BW Website www.quizgroup.co.uk Financial Adviser, Nominated Panmure Gordon (UK) Limited Adviser and Broker One New Change London EC4M 9AF Reporting Accountants RSM Corporate Finance LLP 25 Farringdon Street London EC4A 4AB Auditors RSM UK Audit LLP Centenary House 69 Wellington Street Glasgow G2 6HG Legal counsel to the Company Maclay Murray & Spens LLP as to Scottish and English Law Quartermile One 15 Lauriston Place Edinburgh EH3 9EP Legal counsel to the Company Mourant OzannesLP as to Jersey Law 22 Grenville Street St Helier Jersey Channel Islands JE4 8PX 9