Risks Related <strong>to</strong> the Placing and <strong>Admission</strong> and the Ordinary SharesThere has been no prior public market in the Ordinary Shares, the trading price of the Ordinary Shares islikely <strong>to</strong> be volatile, and you might not be able <strong>to</strong> sell your shares at or above the Placing Price.An active or liquid market in the Ordinary Shares may not develop upon completion of the Placing or,if it does develop, it may not be sustainable. The Placing Price may not be indicative of the market priceof the Ordinary Shares after <strong>Admission</strong> and therefore it may vary from the market price of theOrdinary Shares after <strong>Admission</strong>. As a result of these and other fac<strong>to</strong>rs, you may be unable <strong>to</strong> resellyour Ordinary Shares at or above the Placing Price.The following fac<strong>to</strong>rs, in addition <strong>to</strong> other risks described in this document, may have a significanteffect on the market price of the Ordinary Shares:●●●●●●●●●●variations in operating results;actual or anticipated changes in the estimates of operating results or changes in s<strong>to</strong>ck marketanalyst recommendations regarding the Ordinary Shares, other comparable companies or theindustry generally;macro-economic conditions in the numerous countries in which the Group does business;foreign currency exchange fluctuations and the denominations in which the Group conductsbusiness and holds cash reserves;market conditions in the industry, the industries of cus<strong>to</strong>mers and the economy as a whole;actual or expected changes in the Group’s growth rates or competi<strong>to</strong>rs’ growth rates;changes in the market valuation of similar companies;trading volume of the Ordinary Shares;sales of the Ordinary Shares by the Direc<strong>to</strong>rs or Shareholders; andadoption or modification of regulations, policies, procedures or programs applicable <strong>to</strong> theGroup’s business.In addition, if the market for technology s<strong>to</strong>cks or the s<strong>to</strong>ck market in general experiences loss ofinves<strong>to</strong>r confidence, the trading price of the Ordinary Shares could decline for reasons unrelated <strong>to</strong> theGroup’s business, financial condition or operating results. The trading price of the Ordinary Sharesmight also decline in reaction <strong>to</strong> events that affect other companies in the industry, even if these eventsdo not directly affect the Group. Each of these fac<strong>to</strong>rs, among others, could harm the value of yourinvestment in the Ordinary Shares. In the past, following periods of volatility in the market, securitieslitigation has often been instituted against companies. Such litigation, if instituted against the Group,could result in substantial costs and diversion of management’s attention and resources, which couldmaterially and adversely affect the business, operating results and financial condition of the Group.Future equity issuances or sales of the Ordinary Shares in the public market could cause the share price<strong>to</strong> decline.If the Company issues equity securities in the future or if Shareholders sell a substantial number of theOrdinary Shares in the public market after the <strong>Admission</strong>, or if there is a perception that these sales orissuances might occur, the market price of the Ordinary Shares could decline.The Company may issue Ordinary Shares, or other securities, from time <strong>to</strong> time as consideration forfuture acquisitions and investments. In the event any such acquisition or investment is significant, thenumber of Ordinary Shares, or the number or aggregate principal amount, as the case may be, of othersecurities that the Company may issue may in turn be significant, causing further downward pressureon the Company’s share price.Mr Panagiotis Dimitropoulos will continue <strong>to</strong> have substantial control over the Group after the Placingand will be able <strong>to</strong> exercise significant influence over matters subject <strong>to</strong> Shareholder approval.Mr Panagiotis Dimitropoulos will beneficially own approximately 70.63 per cent. of the OrdinaryShares as at <strong>Admission</strong>. Accordingly, he will be able <strong>to</strong> exercise influence over all matters requiring45
Shareholder approval, including the election of Direc<strong>to</strong>rs and approval of corporate transactions, suchas a merger or other sale of the Group or its assets, for the foreseeable future. This concentration ofownership could have the effect of delaying or preventing a change in control or otherwise discouraginga potential acquirer from attempting <strong>to</strong> obtain control of the Group, which in turn could have amaterial adverse effect on the market value of the Ordinary Shares.The Group’s management will have broad discretion over the use and investment of the net proceeds thatit receives in the Placing and might not apply the proceeds in ways that increase the value of yourinvestment.The management will have broad discretion over the use and investment of the net proceeds from thePlacing and Shareholders will be relying on the judgment of the management regarding the applicationof these net proceeds. The management intends <strong>to</strong> use the net proceeds from the Placing for generalcorporate purposes and working and investment capital, including funding the strategic plan for globalexpansion and making further investments in technology solutions. The Group may also use a portionof the net proceeds <strong>to</strong> acquire other businesses, products or technologies. The Group does not,however, have any agreements or commitments for any specific acquisitions. The management mightnot be able <strong>to</strong> yield a significant return, if any, on any investment of these net proceeds. You will nothave the opportunity <strong>to</strong> influence decisions on how the net proceeds from the Placing are used.If securities or industry analysts do not publish research or publish unfavourable or inaccurate researchabout the business, of the Group the share price and trading volume could decline.The trading market for the Ordinary Shares will depend, in part, on the research and reports thatsecurities or industry analysts publish about the Group or its business. The Direc<strong>to</strong>rs may be unable <strong>to</strong>sustain coverage by well-regarded securities and industry analysts. If either none or only a limitednumber of securities or industry analysts maintain coverage of the Company, or if these securities orindustry analysts are not widely respected within the general investment community, the trading pricefor the Ordinary Shares would be negatively impacted. In the event the Group obtains securities orindustry analyst coverage, if one or more of the analysts who cover the Company downgrade theOrdinary Shares or publish inaccurate or unfavourable research about the Group’s business, the shareprice would be likely <strong>to</strong> decline. If one or more of these analysts cease coverage of the Company or fail<strong>to</strong> publish reports regularly, demand for the Ordinary Shares could decrease, which might cause theshare price and trading volume <strong>to</strong> decline.If the Group fails <strong>to</strong> maintain proper and effective internal controls, its ability <strong>to</strong> produce accurate andtimely financial statements could be impaired and inves<strong>to</strong>rs’ views of the Group could be harmed.The Group has systems and controls in place <strong>to</strong> allow it <strong>to</strong> produce accurate and timely financialstatements. If any of these systems or controls were <strong>to</strong> fail the Group may be unable <strong>to</strong> produce interimand annual financial statements accurately or on a timely basis. As such, inves<strong>to</strong>rs may have concernsboth over the lack of available financial information and the controls the Group has in place whichcould adversely affect the Company’s share price.The Company has never declared or paid dividends on the Ordinary Shares and it does not anticipatepaying dividends in the foreseeable future.The Company has never declared or paid cash dividends on the Ordinary Shares. The Direc<strong>to</strong>rscurrently intend <strong>to</strong> retain all available funds and any future earnings <strong>to</strong> support the operation of and<strong>to</strong> finance the growth and development of the business. Any future determination <strong>to</strong> declare cashdividends will be made at the discretion of the Board, subject <strong>to</strong> compliance with applicable laws andcovenants under current or future credit facilities, which may restrict or limit the ability <strong>to</strong> paydividends, and will depend on financial condition, operating results, capital requirements, generalbusiness conditions and other fac<strong>to</strong>rs that the Board may deem relevant. The Direc<strong>to</strong>rs do notanticipate paying any cash dividends on the Ordinary Shares in the foreseeable future. As a result, areturn on your investment will only occur if the share price appreciates.46