Annual Financial Report

DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 OCTOBER 2010

COMPANY INFORMATION

Directors M Fairey

Baroness D Kingsmill

T Eccles

H Osmond

A McIntosh

E Hawkes

Secretary A Bradshaw

Company number 07062201

Registered office 54 Baker Street

London

W1U 7BU

Registrars Capita Registrars Ltd

The Registry

34 Beckenham Road

Beckenham

Kent

BR3 4TU

Auditors KPMG Audit Plc

15 Canada Square

Canary Wharf

London

E14 5GL

Legal advisers Pinsent Masons LLP

1 Park Row

Leeds

LS1 5AB

Brokers Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

Credit Suisse Securities (Europe) Ltd

One Cabot Square

London

E14 4QJ

Operator Horizon Acquisition Company Adviser LLP

54 Baker Street

London

W1U 7BU

HORIZON ACQUISITION COMPANY PLC

CHAIRMAN'S STATEMENT FOR THE PERIOD ENDED 31 OCTOBER 2010

Chairman's Statement

Horizon's purpose is to identify, acquire and restructure a single major business or company, significantly reduce its debt burden and then deploy that company's existing expertise and newly freed up capital to help drive profitable growth.

A decade of unprecedented leverage has been followed by an unparalleled financial crisis.

Many businesses have taken on large amounts of debt over the last decade through leveraged buy-outs, which will need to be refinanced over the next few years. We believe that the amount of buy-out debt needing to be re-financed, combined with the recent financial crisis, will mean underlying quality businesses will find it challenging to refinance on acceptable or practical terms.

Were they able to reduce leverage and free up capital, these companies could drive profitability and growth through operational improvements and investment rather than utilising all surplus cash flow servicing existing debt. For many companies with issues like these, we believe the solution has to be a fundamental capital restructuring and reduction of debt, including the injection of new capital.

Horizon is in a perfect position to provide just such a solution. We have the financial capacity to acquire the right business for a mixture of cash and equity, restructure the business' balance sheet and enable the business to generate a sustainable level of free cash flow once its debt burden has been reduced. We have the skills and experience of the Board and of the Operator to provide management expertise. We are in a position to move rapidly, offering speed as well as certainty to the business we seek to acquire.

Our experience in the months following our successful capital raising and listing on the London Stock Exchange has served to reinforce our belief in the opportunity we identified. We have explored a wide range of potential acquisitions and there has been no diminution in the flow of potential investments.

However, we are selective and we intend to remain so. The canvas of companies in need of restructuring remains wide. Our aim is to provide superior returns to our shareholders, and Horizon intends to acquire only one company or business, although we will review on an ongoing basis whether to enlarge such company or business through one or more strategic bolt-on acquisitions.

During the current year, we will continue actively to analyse potential investments and I look forward to reporting on an acquisition, which would be good for the business, good for its customers and employees and good for our shareholders.

M Fairey

Chairman

1 February 2011

HORIZON ACQUISITION COMPANY PLC

DIRECTORS' REPORT FOR THE PERIOD ENDED 31 OCTOBER 2010

The Directors present their report and financial statements for the period commencing 30 October 2009 and ended 31 October 2010.

Principal activities, trading review and future developments

Horizon Acquisition Company (the "Company") was admitted to the London Stock Exchange on 9 February 2010. The company raised gross proceeds of over £400m through a placing.

The principal activity of the Company is to use the funds raised to acquire one company or business that has significant operations in the UK

The Board is responsible for the Company's objective and business strategy and its overall supervision (including the approval of the Acquisition), and has outsourced most of its operating functions, including the identification and assessment of acquisition opportunities, the design and execution of the restructuring process, and setting the strategy for the acquired company or business, to Horizon Acquisition Company Adviser Limited Liability Partnership ('the Operator'), a newly established UK limited liability partnership. The members of the Operator are the Founders and the Company. During the period under review the Operator has reviewed a number of acquisition opportunities and met with various advisers to debt laden companies. Some of these may lead to formal offers by the Company in due course.

The Operator is managed by the Founders. The Founders are H Osmond, A McIntosh, E Hawkes, M Allen, M Jonas and E Spencer-Churchill.

The Founders subscribed for 1.5 million Ordinary Shares in aggregate at the Placing Price. In addition, prior to Admission, the Founders invested £10 million through the subscription of 9.9 million Founder Shares at a par value of £1 each and 100,000 Founder Securities at a par value of £1 each.

Results for the year

During the period ended 31 October 2010 the Board commenced the implementation of the company strategy by reviewing a number of acquisition targets. The directors remain confident that a suitable target will be acquired within the medium term.

The consolidated income statement for the period ended 31 October 2010 shows a loss before tax of £3.763m. This loss is after charging professional fees, the Operator fee for the period and Directors fees as set out in the initial public offering and listing document.

At the end of the period the Company had cash balances of £402.4m

No dividends were declared or approved during the period.

Risks and uncertainties

The Company currently holds all of its cash assets in sterling deposits which are held in several banks in order to reduce any risk attached. The Board monitors the situation on an ongoing basis.

The principal activity of the Company is to use its funds to acquire one company or business that has significant operations in the UK. While the Board believes that an acquisition can be completed there is no certainty that it will achieve this objective if it is unable to identify a suitable target.

The current activity of the Group continues to be seeking to acquire another business and as a consequence the Board does not consider the use of key performance indicators (KPI's) to be appropriate at this time.

As all cash assets are held in sterling deposits and as no acquisition has been completed there are no risks or uncertainties in respect of price, credit, liquidity or cash flow which need to be highlighted.

Directors and their interests

The Directors of the Company are as follows:

M Fairey (Appointed 08 January 2010)

Baroness D Kingsmill (Appointed 08 January 2010)

T Eccles (Appointed 08 January 2010)

H Osmond (Appointed 06 November 2009)

A McIntosh (Appointed 06 November 2009)

E Hawkes (Appointed 30 October 2009)

The Board consists of an independent Chairman, M Fairey, two further independent directors, (Baroness D Kingsmill and T Eccles), and three other Non Executive Directors (H Osmond, A McIntosh and E Hawkes). M Fairey, Baroness D Kingsmill and T Eccles are considered to be independent as they are not Founders and are not connected with Horizon Acquisition Company Advisor LLP.

M Fairey is also Chairman of the LloydsTSB pension trusts, a non executive director of Danske Bank, Denmark, a non executive director of Northern Rock PLC, a non executive director of Vertex Group Limited and a non Executive Director of the Energy Saving Trust and a trustee of the Consumer Credit Counseling Service.

Any acquisition and other strategic decisions are considered and determined by the Board.

The Directors are responsible for setting the Company's objective and business strategy and for its overall supervision. The Board provides leadership within a framework of prudent and effective controls. The Board sets the corporate governance values of the Company and will have overall responsibility for setting the Company's strategic aims, defining the business plan and strategy, managing the financial and operational resources of the Company and reviewing the performance of the Operator.

The Board meets regularly and Board meetings are structured with an agenda of matters to be discussed and decisions to be taken. To enable the Board the function effectively, each of the Directors has full and timely access to all relevant information.

The Directors who held office during the period to 31 October 2010 and their beneficial interest in shares of the Company were as stated below:

On 19 January 2011 A McIntosh disposed of his interest in the Founder Securities to a connected party.

Attendance at Board Meetings

There were 19 Board meetings during the period. Of these, 8 were pre listing, which were concerned with the company formation and placing requirements, 11 were post listing. The attendance record of individual Directors at the post listing Board meetings is set out below:

Going concern

The Directors confirm that the business is a going concern on the basis that it has significant cash and net assets, and for this reason have adopted the going concern principle in the preparation of the financial statements.

Corporate responsibility

The Company takes its responsibilities in the field of ethical management and governance very seriously.

The Company aims to conduct its business in a socially responsible manner and will endeavour to comply with established "best practice" in management and governance in each relevant jurisdiction. Environmental, ethical and social responsibility issues and standards will also be taken into full consideration.

Charitable and political contributions

The Company did not make any charitable or political donations during the year.

Payment to creditors

The Company agrees a variety of terms and conditions for business transactions with its suppliers. Payment is made in accordance with these terms, subject to the terms and conditions being met by the supplier.

Auditors

KPMG Audit Plc has expressed its willingness to continue in office and, in accordance with the provisions of section 489 of the Companies Act 2006, a resolution proposing its appointment will be put forward at the forthcoming Annual General Meeting.

Disclosure of information to auditors

All of the Directors have taken all of the steps that they ought to have taken to make themselves aware of any information needed by the Company's auditors for the purposes of their audit and to establish that the Auditors are aware of that information. The Directors are not aware of any relevant audit information of which the Auditors are unaware.

Capital

The Founder Shares and the Founder Securities have the benefit of various minority protection rights.

Further details of the Group's Capital are given in note 9 to the consolidated financial statements.

Details of the Group's financial liabilities and policies are given in note 8 to the consolidated financial statements.

The Board have carefully considered the potential risks attached to these financial instruments. The only underlying risk is in respect of liquidity. However, in view of the cash balances held by the Company, the Board consider that this risk is fully mitigated.

The Audit and Risk committee

The Company has established an Audit and Risk Committee with delegated duties and responsibilities. The committee comprises M Fairey (as chairman), T Eccles and E Hawkes. The committee is responsible, amongst other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the Company's financial statements and any formal announcements on the Company's performance as well as reports from the Company's auditors on those statements. The committee reviews the Company's internal financial control and risk management systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems. In the period the members of the audit committee have each attended all Board meetings and matters concerning audit and internal controls have been considered, reviewed and discussed at those Board meetings. As a result the Board has not considered it necessary to have separate audit committee meetings to date.

The Board recognises that it is responsible for the company's system of internal control and for reviewing its effectiveness and ensuring that it is used to manage rather than eliminate risk. Therefore, in accordance with the combined code, the Board reviews the effectiveness of its internal controls on an ongoing basis and at Board meetings.

Internal audit

In view of the current straightforward structure of the balance sheet the Board does not, at this stage, consider there to be a need for an internal audit function. The Board reviews the controls and results of the business on an ongoing basis at Board meetings.

Corporate Governance

The Directors have observed the requirements of the combined code with the exception of the following:

·; Given the non-executive composition of the Board, certain provisions of the combined code are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company.

·; Until the Acquisition is made the Company will not have a Nominations or Remuneration Committee.

·; The company does not currently have a senior independent director but does intend to appoint one in due course.

H Osmond, A McIntosh and E Hawkes are Founders. The Independent Non-Executive Directors (M Fairey, Baroness D Kingsmill and T Eccles) have a voting majority over such Founders as M Fairey has a casting vote (in his capacity as Chairman) in the event of a tied Board.

The Company may expand the Board in due course but it shall always ensure that independent non-executive directors retain the majority voting rights on the Board. In the event that the Company seeks, subject to eligibility, a primary listing for the Company on the Official List the Directors intend to appoint one or more additional independent non executive directors to the Board.

The Directors communicate directly with the company's shareholders through the AGM, and through the publication and distribution of financial reports. The Directors also make themselves available to discuss matters with shareholders and answer shareholder questions.

E Hawkes

Director

1 February 2011

UNAUDITED SECTION

Remuneration

This report covers the remuneration of the Board, all of whom are Non Executive Directors.

Remuneration Committee

Until the Acquisition is made the Company will not have a Nominations or Remuneration Committee. The Board as a whole will instead review its size, structure and composition and the scale of directors fees taking into account the interests of shareholders and the performance of the company. Following the acquisition the Board intends to put in place Nominations and Remuneration committees.

Directors Remuneration

Each of the Directors have entered into letters of appointment with the Company. M Fairey receives a fee of £90,000 per annum, the other Directors each receive £70,000 per annum. The Directors receive no other remuneration.

All appointments are terminable on 12 months notice by either party. No compensation is payable to Directors on leaving office. No Director has a service contract with the Company, nor are any such contracts proposed. There are no pensions or other similar arrangements in place with the Directors nor are such arrangements proposed.

Upon the admission to the London Stock Exchange, each Director was able to elect that the fees payable to him/her in respect of his first year of appointment be paid as a lump sum prior to Admission. The placing document prescribed that upon this election, he/she must irrevocably agree to subscribe that lump sum amount (less any tax withheld by the Company) for New Ordinary Shares pursuant to the Placing. T Eccles indicated that he intended to make such an election and therefore subscribed a net sum of £41,300 for New Ordinary Shares pursuant to the Placing

The Directors have been remunerated from the date of completion of the listing on the London Stock Exchange, 9 February 2010. Until such date, no fees were receivable by the directors.

AUDITED SECTION

Share Matching

The Independent Non-Executive Directors were each entitled to participate in the Placing by subscribing for New Ordinary Shares at the Placing Price, up to a maximum subscription of £100,000 each.

Pursuant to deeds entered into between each of the Independent Non-Executive Directors and the Company, the Independent Non-Executive Directors each have a right to subscribe, in two tranches, for up to a maximum of two Ordinary Shares (at a price per share equal to the nominal value of an Ordinary Share) ("Matching Shares") for every New Ordinary Share acquired by that Independent Non-Executive Director in the Placing. The Independent Non-Executive Directors will be entitled to exercise his (or her) right to subscribe for:

(a) the first of these Matching Shares either on or after the first anniversary of his (or her) appointment as a non-executive director of the Company or on or after the date of the completion of the Acquisition, whichever date is later; and

(b) the second of these Matching Shares either on or after the second anniversary of his (or her) appointment as a non-executive director of the Company or on or after the date of the completion of the Acquisition, whichever date is later.

No Matching Shares may be subscribed by an Independent Non Executive Director if at the time of such subscription the Independent Non-Executive Director is no longer a non-executive director of the Company or if such Independent Non-Executive Director no longer holds the New Ordinary Share

(subscribed for in the Placing) to which the Matching Share relates.

Table of Directors Remuneration

A Bradshaw

Company secretary

1 February 2011

Directors' Responsibilities

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under that law they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgments and estimates that are reasonable and prudent;

·; for the group financial statements, state whether they have been prepared in accordance with IFRS's as adopted by the EU;

·; for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements; and

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of directors' responsibilities pursuant to the disclosure and transparency rule 4

The Directors confirm that, to the best of each person's knowledge:

·; the group and company financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the group taken as a whole; and

·; the Director's Report on pages 3 to 7 includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face.

On behalf of the board

M Fairey

Chairman

1 February 2011

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HORIZON ACQUISITION COMPANY PLC

We have audited the financial statements of Horizon Acquisition Company Plc for the period ended 31 October 2010 set out on pages 13 to 29. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's web-site at www.frc.org.uk/apb/scope/UKP.

Opinion on financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 October 2010 and of the Group's loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;

• the parent company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice;

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and, as regards the Group financial statements, Article 4 of the IAS Regulation.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

• the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; 

• the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.; and

• the information given in the Corporate Governance Statement set out on pages 6-7 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements. 

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit;

• a Corporate Governance Statement has not been prepared by the company. 

Under the Listing Rules we are required to review:

• the directors' statement, set out on page 4, in relation to going concern; and

• the part of the Corporate Governance Statement on pages 6-7 relating to the company's compliance with the nine provisions of the June 2008 Combined Code specified for our review.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HORIZON ACQUISITION COMPANY PLC

Rees Aronson (Senior Statutory Auditor)for and on behalf of KPMG Audit Plc, Statutory AuditorChartered Accountants15 Canada Square

Canary Wharf

London

E14 5GL1 February 2011

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 OCTOBER 2010

CONSOLIDATED BALANCE SHEET AS AT 31 OCTOBER 2010 - Co. 07062201

These financial statements were approved by the Board of Directors on 1 February 2011.

M Fairey E Hawkes

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 OCTOBER 2010

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 OCTOBER 2010

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010

1 Accounting Policies

Basis of preparation

Horizon Acquisition Company PLC is a company incorporated in England and Wales. The consolidated financial statements include the results of the Company and Horizon Acquisition Subsidiary Ltd (its subsidiary undertaking, and together with the Company, "the Group") made up to 31 October 2010.

Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

These consolidated financial statements are prepared under historical cost convention, except as otherwise disclosed below, and in accordance with International Financial Reporting Standards as adopted by the EU. The Group has not applied any new IFRS's that have been issued and endorsed by the EU but are not yet effective. No impact is expected from any standards that are available for early adoption but that have not been early adopted. The Company has elected to prepare its parent company financial statements in accordance with UK GAAP. The parent company financial statements are included on pages 25 to 29, and have been prepared in accordance with S396 of the Companies Act 2006.

Under S408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account.

All income and expenses arise from continuing operations.

There are no comparatives as this is the Company's first reporting period. The Company was incorporated on 30 October 2009 and was admitted to trading on the London Stock Exchange on 9 February 2010.

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they have adopted the going concern basis of accounting in preparing the financial statements.

The accounting policies set out below have been applied to the Group consistently unless otherwise stated.

Financial assets

Cash and cash equivalents comprises cash in hand and deposits repayable on demand.

Costs of equity transactions

Incremental costs that are attributable directly to issuing equity instruments of the Company are recognized in equity, net of any tax effects. Other costs not directly attributable to the issuing of equity instruments are recognized in the income statement.

Taxation

Deferred tax arises on all material temporary differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, unless otherwise required by IAS 12. A deferred tax asset is not recognized as the Board cannot commit with any certainty that taxable profits will be available against which to set the deferred tax asset.

Corporation tax payable is provided on taxable profits at the current rate of tax.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

Segmental reporting

IFRS8 requires the Company to disclose information about its operating segments and the geographic areas in which it operates. It requires identification of operating segments on the basis of internal reports that are regularly reviewed by the entity's chief operating decision maker in order to allocate resources to the segment and assess its performance. As no operating activities are carried out in the Company, no operating segments can be identified and therefore no segmental information has been presented.

Classification of Founder Shares and Founder Options

In accordance with IAS 39, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

(a) they include no contractual obligations upon the company (or group as the case may be) to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company (or group); and

(b) where the instrument will or may be settled in the company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

The founder shares and founder securities are not exchangeable for a fixed number of ordinary equity shares. The number of ordinary shares issued in respect of these instruments is governed by various factors including the share price at the date of conversion. The terms of the founder shares and founder securities represent separable embedded derivatives under IAS 39. They are viewed as zero coupon host debt instruments with an embedded derivative swapping the return on the debt instrument for a return linked to the market capitalisation of the company. The value of the embedded swap is not closely linked to the host debt instrument. Under IAS 39 the host debt instrument has been separated from the embedded derivative. The host debt instrument and embedded derivative are initially measured at fair value. The host debt instrument is subsequently valued at amortised cost and the embedded derivative at fair value through the profit and loss.

Share based payments

In accordance with IFRS2, share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share based payment transactions, regardless of how the equity instruments are obtained by the Group.

The structure of the Founder Shares, Founder Options, Founder Securities and Share-matching scheme entitle certain directors and founder members to acquire ordinary shares upon the occurrence of various events and performance conditions. The fair value of share entitlements granted is recognised as an expense with a corresponding increase in equity. The fair value of the share entitlements is measured at grant date and spread over the period during which the holders become unconditionally entitled to them. The fair value of the share entitlements granted is measured taking into account the terms and conditions upon which they were granted. The amount recognised as an expense is adjusted to reflect the actual number of share entitlements that vest. The schemes are equity settled and therefore, there is no requirement to re-assess the value at each balance sheet date.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

2 Auditors remuneration

Auditors remuneration is included within operating expenses as follows:

3 Directors and employees

There are no other employees of the Company except for the Directors

The average number of employees, including directors, during the year was 6.

4 Taxation on profit

The tax assessed for the year differs from the standard rate of corporation tax in the UK. The differences are explained below:

5 Loss per share

The basic loss per share of 9.29p is calculated by reference to the loss after taxation of £3.76m and the weighted average number of ordinary shares in issue during the year of 40,514,700.

At this stage there is no dilution. Details regarding events which lead to dilution are detailed in note 8.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

6 Trade and other receivables

7 Trade and other payables

8 Financial liabilities

The Founder Shares are redeemable convertible preference shares in the Company. Following the completion of the Acquisition, the Founder Shares will be capable of conversion by the Company at the option of the Company or upon the occurrence of certain events (into such number of Ordinary Shares as comprise 5 per cent. of the issued Ordinary Share capital of the Company on a fully diluted basis). In the event that the Company is put into a winding up prior to the Acquisition, the Ordinary Shares will rank ahead of the Founder Shares in relation to any distribution of assets until the holders of Ordinary Shares have in the aggregate received the Priority Return Sum (meaning the total subscription price paid to the Company by the holders of Ordinary shares for the ordinary shares in issue on (or immediately following) Admission less the total expenses incurred by the Company in connection with Admission, the Placing and the incorporation (and initial capitalisation) of the Company and the Subsidiary).

The Founder Securities are B ordinary shares in the Subsidiary. Subject to the completion of the Acquisition and the satisfaction of the performance condition referred to below, the holders of the Founder Securities have the right to require the Company to acquire the Founder Securities in exchange for the issue to the holders of the Founder Securities of such number of Ordinary Shares as have a value equal to 15 per cent. of the difference between (1) the market capitalisation of the Company at that time (plus the aggregate value created for those parties with outstanding options or convertible securities (over or in respect of Ordinary Shares) which have an exercise (or subscription or conversion) price of less than the market price for an Ordinary Share at that time) and (2) a deemed market capitalisation of the Company which is the product of the number of Ordinary Shares in issue at that time and the Adjusted Issue Price (meaning the Placing Price as adjusted appropriately for matters such as any subsequent consolidation, subdivision of the Ordinary Shares or allotment of Ordinary Shares or effects of a rights issue or any value paid by the Company to Ordinary shareholders).

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

The performance condition is satisfied:

(a) once the price per Ordinary Share has reached (for any 20 Business Days out of 30 successive Business Days) a closing price equal to the greater of (i) an equivalent of a compound rate of return from Admission on the Adjusted Issue Price equal to 8.25% per annum accrued daily and compounded quarterly and (ii) an amount equal to a 25% increase in the Adjusted Issue Price (such closing price, the "Threshold Price"); or

(b) on the occurrence of a Change of Control in relation to the Company, subject (where the Change of Control results from an offer to holders of the Ordinary Shares) to that offer being at an equivalent price per Ordinary Share equal to (or greater than) the Threshold Price.

Following any exercise by a holder of the Founder Securities of its exchange rights, the Company will have the option to pay cash equivalent to the holder of such Founder Securities, instead of issuing Ordinary Shares. In the event that the performance condition has not been satisfied by the date falling 5 years from the date of the Acquisition, the Company will be able to acquire all of the Founder Securities for nil consideration.

The Founder Shares and Founder Securities are not exchangeable for a fixed number of ordinary equity shares. The number of ordinary shares issued in respect of these instruments is governed by various factors including the share price at the date of conversion. The Founder Shares and Founder Securities are viewed as zero coupon host debt instruments with an embedded derivative swapping the return on the debt instrument for a return linked to the market capitalisation of the Company.

In accordance with IAS 32 and IAS 39, the Founder Shares and Founder Securities are measured at fair value upon recognition. In the absence of quoted prices in an active market and the absence of observable inputs the Board has fair valued the financial liabilities based upon a valuation methodology which incorporates the conditions attaching to the instrument and the marketability as at initial recognition. Based upon this method, the Founder Shares and Founder Securities are considered to have a fair value at initial recognition which is equal to the initial acquisition price of £9,900,000 and £100,000 respectively. At initial recognition, the fair value of the embedded derivative is assessed as nil.

The host debt instruments are subsequently measured at amortised cost using the effective interest rate method. The Directors have concluded that any amounts receivable upon conversion of the instruments over and above the initial consideration as adjusted for the market rate of interest be ascribed to the embedded derivative.

The effective interest rate has therefore been calculated taking into account the time value of money using a market interest rate of 0.98% The amortised cost of the Founder Shares and Founder Securities is presented below:

The fair value of the embedded derivative is nil at year end as no acquisition has been made. Therefore, at the balance sheet date, these instruments are not convertible.

The Board has carefully considered the potential risks attached to these financial instruments. The only underlying risk is in respect of liquidity. However, in view of the cash balances held by the Company, the Board consider that this risk is fully mitigated.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

9 Called up share capital

The Company was incorporated on 30 October 2009.

The Founders are H Osmond, A McIntosh, E Hawkes, M Allen, M Jonas and E Spencer-Churchill.

On incorporation one Ordinary Share was issued fully paid to Pinsent Masons Director Limited and was transferred to H Osmond on 6 November 2009. Such Ordinary Share was then transferred by H Osmond to M Allen on 25 November 2009.

On 25 November 2009, the share capital was increased by the issuance of 49,999 ordinary shares of £1 each at par to M Allen. On 24 December 2009, each issued ordinary share of £1 was sub-divided into one ordinary share of 1 pence and 99 deferred shares of 1 pence each (and the resulting Ordinary Shares of 1 pence each were then consolidated into Ordinary Shares of 10p each).

On 24 December 2009 the Founders subscribed for 9,900,000 Founder Shares in the capital of the Company at a subscription price of 100 pence each and for 100,000 Founder Securities in the capital of the Subsidiary at a subscription price of 100 pence each.

On 24 December 2009 the Company subscribed for 9,900,001 A Ordinary Shares in the capital of the Subsidiary at a subscription price of 100 pence each.

The Founder Shares and the Founder Securities also have the benefit of various minority protection rights.

The Company has also granted to the Founders the right (but not the obligation) to subscribe for 5 million new Ordinary Shares at the Adjusted Issue Price by no later than the completion of the Acquisition (and with the aforementioned number of Ordinary Shares being adjusted appropriately for corporate events such as consolidations or sub-divisions of the Ordinary Shares) (the "Founder Option"). The Model Code will apply to all future dealings by the Directors, including in respect of any exercise of the Founder Option (and to any Ordinary Shares issued pursuant to any exercise of the Founder Option).

The Independent Non-Executive Directors were invited to participate in the Placing up to a maximum subscription of £100,000 each. To the extent that they so participated they were granted the right (subject to certain conditions) to subscribe at nominal value for up to 2 Ordinary Shares for every New Ordinary Share subscribed by them (the "share matching scheme").

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

The Company was listed on the London Stock Exchange on 9 February 2010. On 5th March 2010 the Company allotted 509,700 Ordinary shares in accordance with the over allotment optionexercised by Credit Suisse Securities (Europe) Limited, acting as stabilising manager in connection with the placing of Horizon's ordinary shares. Following admission of the Over-Allotment Shares, there are 40,514,700 ordinary shares in issue.

10 Share based payments

In accordance with IFRS2 share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.

A description of the structure of the Founder Shares, Founder Options, Founder Securities and Share-matching scheme is included in notes 8 and 9.

In respect of the Founder Shares, Founder Securities and Founder Options there are no future service conditions attaching to these instruments and therefore they have deemed to have vested at grant date.

The fair value of the share entitlements granted is measured taking into account the terms and conditions upon which they were granted. The Board has applied these principles and has concluded that the Founder shares and Founder option were issued at fair value at the grant date. Therefore there is no charge required in respect of these instruments in the financial statements.

As detailed in the Report on Remuneration, the Independent Non-Executive Directors were each entitled to participate in the Placing by subscribing for New Ordinary Shares at the Placing Price, up to a maximum subscription of £100,000 each. Each of the Independent Non-Executive Directors participated in full.

In respect of the Independent Non-Executive Directors share matching award the Board have calculated the cost based upon the fair value and taking into account the vesting period and using the Black Scholes methodology. This is on the basis that a maximum of 60,000 ordinary shares can be subscribed for under the share matching award and that during the period no subscription was forfeited, expired, exercised or exercisable. The weighted average life remaining is 274 days and the Black Scholes calculation has been based on a volatility of 25% (based on the FTSE 250 index for the previous 3 years) and a risk free interest rate of 0.76% (based on 2 year UK Government Bond). Based on this the charge for the period ending 31 October 2010 is £270,000.

11 Subsidiary undertaking

The Company has one subsidiary, Horizon Acquisition Subsidiary Ltd.

On 24 December 2009 the Company subscribed for 9,900,001 A £1.00 Ordinary Shares in the capital of the Subsidiary at a subscription price of 100 pence each. This represents 100% of the issued Ordinary A shares.

12 Related party transactions

Whilst the Board is responsible for the Company's objective and business strategy and its overall supervision (including the approval of the Acquisition), the Company has outsourced most of its operating functions, including the identification and assessment of acquisition opportunities, and the design and execution of the restructuring process and setting the strategy for the acquired company or business, to the Operator, a newly established UK limited liability partnership (Horizon Acquisition Adviser LLP). The members of the Operator are the Founders (see above) and (in respect of a minority participating interest held for regulatory reasons), the Company. The Operator is managed by the Founders.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

During the period a fee of £3.64m payable to the Operator was incurred in accordance with the terms as set out in the Operator agreement. The balance outstanding at 31 October is nil.

The Company has one subsidiary, Horizon Acquisition Subsidiary Ltd.

On 24 December 2009 the Company subscribed for 9,900,001 A Ordinary Shares in the capital of the Subsidiary at a subscription price of 100 pence each. The balance outstanding at 31 October is £9,900,001.

M Fairey is a related party by virtue of the fact that he is a Director of the Company. During the year he acquired 10,000 Ordinary Shares in the Company. The balance outstanding at 31 October is nil.

Baroness D Kingsmill is a related party by virtue of the fact that she is a Director of the Company. During the year she acquired 10,000 Ordinary Shares in the Company. The balance outstanding at 31 October is nil.

T Eccles is a related party by virtue of the fact that he is a Director of the Company. During the year he acquired 14,130 Ordinary Shares in the Company. The balance outstanding at 31 October is nil.

H Osmond is a related party by virtue of the fact that he is a Director of the Company. During the year he acquired 412,500 Ordinary Shares and 2,722,500 Founder Shares in the Company and 15,833 Founder Securities in the subsidiary. The balance outstanding at 31 October is nil.

A McIntosh is a related party by virtue of the fact that he is a Director of the Company. During the year he acquired 300,000 Ordinary Shares and 1,980,000 Founder Shares in the Company and 13,333 Founder Securities in the subsidiary. The balance outstanding at 31 October is nil.

E Hawkes is a related party by virtue of the fact that he is a Director of the Company. During the year he acquired 150,000 Ordinary Shares and 990,000 Founder Shares in the Company and 10,000 Founder Securities in the subsidiary. The balance outstanding at 31 October is nil.

13 Subsequent events

There have been no adjusting or non-adjusting post balance sheet events.

COMPANY BALANCE SHEET AS AT 31 OCTOBER 2010 - Co. 07062201

These financial statements were approved by the Board of Directors on 1 February 2011.

M Fairey E Hawkes

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010

1 Accounting Policies

Basis of preparation

The company has elected to prepare its parent company financial statements in accordance with UK GAAP.

Under S408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account. The Company is exempt under FRS1 (revised) from the requirement to prepare a cash flow statement as a consolidated group cash flow statement is has been presented.

All income and expenses arise from continuing operations.

There are no comparatives as this is the Company's first reporting period. The Company was incorporated on 30 October 2009 and was admitted to trading on the London Stock Exchange on 9 February 2010

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they have adopted the going concern basis of accounting in preparing the interim financial statements.

Financial assets

Cash and cash equivalents comprises cash in hand and deposits repayable on demand.

Taxation

Deferred tax arises on all material timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, unless otherwise required by FRS 19. A deferred tax asset is not recognized as the Board cannot commit with any certainty that taxable profits will be available against which to set the deferred tax asset.

Corporation tax payable is provided on taxable profits at the current rate of tax.

Segmental reporting

The Company is required to disclose information about its operating segments and the geographic areas in which it operates. It requires identification of operating segments on the basis of internal reports that are regularly reviewed by the entity's chief operating decision maker in order to allocate resources to the segment and assess its performance. As no operating activities are carried out in the Company, no operating segments can be identified and therefore no segmental information has been presented.

Classification of Founder Shares and Founder Options

In accordance with FRS 25, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

(a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company (or group); and

(b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

The founder shares are not exchangeable for a fixed number of ordinary equity shares. The number of Ordinary Shares issued in respect of these instruments is governed by various factors including the share price at the date of conversion. In accordance with FRS 25 and FRS 26, the Founder Shares are classified as non-derivative financial liabilities that are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.

The Founder Shares are not exchangeable for a fixed number of ordinary equity shares. The number of Ordinary Shares issued in respect of these instruments is governed by various factors including the share price at the date of conversion. The terms of the Founder Shares represent separable embedded derivatives under FRS 26. They are viewed as zero coupon host debt instruments with an embedded derivative swapping the return on the debt instrument for a return linked to the market capitalisation of the company. The value of the embedded swap is not closely linked to the host debt instrument. Under FRS 26 the host debt instrument has been separated from the embedded derivative. The host debt instrument and embedded derivative are initially measured at fair value. The host debt instrument is subsequently valued at amortised cost and the embedded derivative at fair value through the profit and loss.

Share based payments

In accordance with FRS20, share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share based payment transactions, regardless of how the equity instruments are obtained by the Group.

The structure of the Founder Shares, Founder Options and Share-matching scheme entitle certain directors and founder members to acquire Ordinary Shares upon the occurrence of various events and performance conditions. The fair value of share entitlements granted is recognised as an expense with a corresponding increase in equity. The fair value of the share entitlements is measured at grant date and spread over the period during which the holders become unconditionally entitled to them. The fair value of the share entitlements granted is measured taking into account the terms and conditions upon which they were granted. The amount recognised as an expense is adjusted to reflect the actual number of share entitlements that vest. The schemes are equity settled and therefore, there is no requirement to re-assess the value at each balance sheet date.

2 Debtors

3 Creditors

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

4 Financial liabilities

Details of the Founder Shares are included in the Group consolidated financial statements note 8, Financial liabilities.

There is no difference in the accounting treatment under IFRS or UK GAAP.

5 Called up share capital

The Company was incorporated on 30 October 2009.

The Founders are H Osmond, A McIntosh, E Hawkes, M Allen, M Jonas and E Spencer-Churchill.

Further details are given in note 9 in the Group consolidated financial statement.

6 Share based payments

In accordance with FRS20 share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.

A description of the structure of the Founder Shares, Founder Options and Share-matching scheme is included in notes 4 and 5 and in the Group consolidated financial statements note 10, share based payments.

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2010 (CONT.)

_______________________________________________________________________________________

7 Reconciliation of shareholders' funds and movement on reserves