Preliminary Results

4 July 2016

ONEVIEW GROUP PLC

 ("OneView" or the "Group")

Preliminary Results for the year ended 31 March 2016

OneView (AIM: ONEV), a leading omni-channel mobile point of sale provider, is pleased to present its audited results for the year ended 31 March 2016.

Financial Highlights

· Revenue increased 37% to $8.1m (FY15: $5.9m)

· Revenue from digital store platform product increased 136% to $7.8m (FY15: $3.3m)

· Loss for the year* decreased 52% to $1.2m (FY15: $2.5m)

· Significant investment in the product (R&D spend $3.4m FY 15 $2.3m)

· Basic adjusted underlying profit for the year** $1.6m (FY15: Loss $0.5m)

· Basic loss per share of $0.01 (FY15: $0.01)

· Cash and cash equivalents at 31 March 2016 $2.7m ($0.1m at 31 March 2015)

Operational Highlights

· Successfully completed reverse takeover of Armour Group plc, listing on the AIM market

· $3.5m of cash, net of $0.3m exceptional costs, from Armour Group plc as a result of the reverse takeover

· Solution integrated with IBM Commerce providing wider market footprint of potential retailer customers

· First cloud-based hosting services announced separately today. Significant addition to recurring revenue

· Post year end agreement to extend loan facilities with two major shareholders to provide an additional $1.8m of growth capital

*before share based payments and exceptional items associated with the Armour reverse transaction

** Management estimate which is calculated before share based payments and exceptional items associated with the Armour reverse transaction and capitalising development expenditure (estimated by the Company) which will be capitalised in future years under IFRS

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CHAIRMAN'S STATEMENT

OneView Group plc is pleased to present its results for the year ended 31 March 2016.

2016 has been a transformational year for OneView. Shortly before year end, on 21 March, the Company successfully completed a reverse takeover of Armour Group plc and thereby attained a listing on the AIM market of the London Stock Exchange.

This move represents a significant step forward for OneView as it greatly improves our profile and also provides the Company with access to additional resources to fund our continuing growth.

From modest beginnings in 2011, OneView has evolved from being a distributor of third party retail software to developing cloud-based software products and selling its unique Digital Store concept to large and medium sized retailers in the European, US and other markets, both directly as well as in strategic partnerships with SAP/Hybris and IBM.

The Company continues to make substantial progress and as set out in the CEO's report there are several large scale projects that we are currently undertaking for leading retailers.

I want to pay special tribute to my predecessor Bob Morton, former Chairman of Armour Group plc. Bob was not only a founding investor in OneView Commerce Inc. and vigorous supporter of our efforts since inception, he also sponsored and facilitated our combination with Armour and remains a supportive and significant shareholder.

My thanks go also to CEO Stuart Mitchell, COO Linda Palanza and the OneView executive team who have worked long and hard to get us where we are and we are confident of delivering further success going forward.

Richard Abraham

Chairman

4 July 2016

CHIEF EXECUTIVE'S REVIEW

A period of significant growth and change

Since the release of our cloud based digital store platform in January 2014 the Company has undergone significant change and made great progress in its new markets.

Total revenue increased to $8.1 million from $5.9 million. During the year we have won business from five large retailers enabling us to increase revenues from these products from $3.3 million in the year to March 2015 to $7.8 million in the current year.

Our product portfolio has expanded and matured in the period, new features have been added, and in addition to our existing integration to SAP/Hybris we now offer an integration layer to IBM Commerce providing us a wider market footprint of potential retail customers.

As this market has evolved there has been a shift from the term "Omni-channel" to "Unified Commerce" to define the strategy and technology behind a retailers need to provide shoppers with a consistent experience on the web, in customer service, and in the store. We have continued to address this exciting market and with guidance from our early adopter customers we have expanded our portfolio of applications into strategic areas including enterprise order and inventory management. We consider these new offerings to be the first of their kind in the retail space. In a study released this month, research firm IHL Consulting Group states that they believe enterprise order management to be foundational for any retailer seeking to support Unified Commerce and mentions OneView as "one to watch within the strategic POS landscape".

Growth has to be financed and we were able to achieve that by reversing our US operating company into AIM listed Armour Group plc (now renamed OneView Group Plc) just before year-end. This greatly strengthened our balance sheet and gives us the flexibility to additional equity funding through the market in the future. Shareholders in OneView Commerce Inc. today own just over 80% of the capital in OneView Group Plc.

The impact of digital in retail

Ten years ago many thought that bricks and mortar stores would soon be dead and we would all be shopping on line. This has not proved to be the case and stores still process approximately 90% of all retail transactions worldwide. While this is a significant statistic, when we couple that with other research indicating that 50% of all retail transactions are researched online before the shopper visits the store it becomes apparent that the technology supporting the stores must work in concert with their online platform. A recent study from IHL Consulting Group estimates that in the next three years $54 billion will be spent worldwide by retailers on Store Systems Software, Saas, and Maintenance indicating that retailers recognise that their outdated technology stacks and legacy point of sale (POS) solutions are undermining their ability to create a shopping experience that the consumer demands.

Recognising the impact these legacy solutions were having on retail we set about building our digital store platform and over the past three years have built a modern Mobile POS delivered over the cloud supported by our enterprise order and inventory management to provide retailers "one view" of purchases (orders), customers, and inventory which enables the shopper to be treated the same whether researching or buying on the website, at a kiosk or in the store.

Our market

The digital phenomenon in retail is a global one and we are seeing interest from every continent. Over the past two years we have won business from a number of large retailers including the FTSE100 builders' merchant Travis Perkins where we are implementing at Wickes firstly (due to go to pilot in August 2016), US based Discount Tire (more than 900 stores and expecting to pilot in the fourth quarter of 2016), German mobile phone provider E-Plus (407 stores and first live in April 2014), a Netherland's based jean manufacturer and retailer (300 stores) which expects to deploy in 28 countries (pilot expected in the fourth quarter of 2016) and we are completing a model store project with a leading UK mobile phone operator where they designed the customer experience of the future in a lab environment showcasing their vision of Unified Commerce in the years to come.

Partners

To scale globally we continue to expand our network of partners including Independent Software Vendors (ISVs), System Integrators (SI), implementation specialists, and hardware providers.

Our largest and most influential ISVs are IBM and SAP/Hybris. We offer an integration layer as part of our core offering with the ecommerce platforms of both of these providers. As a result of our offering and integrations we are referred into opportunities within their retail customer base.

Our SI partner channel continues to grow and these strategic partners generate customer leads as well as assisting us with the delivery of implementation services. These SI's range from the giant global consultancies such as Cognizant and Infosys to regional and local integrators including Neoworks and CGI.

Finances

Total revenue increased to $8.1 million from $5.9 million with revenue from our digital store platform products increasing more markedly from $3.3 million to $7.8 million (136% increase). Our loss for the year, before share based payments and exceptional items associated with the Armour reverse transaction, decreased to $1.2 million from $2.5 million.

Overhead expenses in the year increased by $2 million principally reflecting an increased spend on product development at $3.4 million. We have been unable to capitalise any development expenditure to date as it cannot be reliably measured under IFRS but have commenced doing so in the current financial year. We estimate the amount that we could have capitalised in 2016 was $2.8 million leading to a restated unaudited profit before share based payments and exceptional items associated with the Armour reverse transaction of $1.6 million.

We are pleased to announce that post year end we have agreed terms with Hawk Investment Holdings Limited ("Hawk") and Lane Capital Group Limited ("LCP") to extend the existing loan facility to $3 million. There is currently $1.24 million drawn under the facility. Hawk is controlled by Bob Morton and his wife and LCP is wholly owned by Gary Lane and his immediate family. Hawk and LCP are both significant shareholders in the Company and Gary Lane is a Non-Executive Director. The new loan facility ("the Facility") is for a two year term, convertible at 5p per ordinary share and repayable at the end of its term or in the event that the Company raises new equity in excess of $5 million. Both Hawk and LCP have undertaken not to convert amounts due under the Facility if such conversion would result in either party (including those who are deemed to be acting in concert with them) holding more than 29.99% of the ordinary share capital of the Company. Under the Facility, interest is payable at 12% per annum.

Given the significant shareholdings of Bob Morton and Gary Lane and the board position held by Gary Lane, the extension of the loan facility is deemed a related party transaction under the AIM Rules for Companies. The independent Directors (being all those other than Gary Lane), having consulted with finnCap, consider that the terms of the Facility are fair and reasonable insofar as the Company's shareholders are concerned.

Thanks

I owe thanks to many for their part in our journey during this exciting period of growth, including supportive customers, our shareholders and the Board.

And a special thanks goes to my Executive team and all of the staff at OneView who have worked tirelessly and often at much personal sacrifice to deliver value for all our stakeholders.

Outlook

We are positioned in a high growth space within the retail sector with a first to market solution and serving global markets. Market adoption of our technology solutions has been rapid as evidenced by our customer wins.

We have every reason to be confident that the growth we have seen over the past two years will continue although the precise timing of new revenue flows is not easy to forecast given the mission critical nature of our solutions and related long sales cycles. We see this year as one of further growth and look to the future with confidence.

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2016

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 March 2016

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 March 2016

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2016

ONEVIEW GROUP PLC

Preliminary Announcement of the audited financial statements for the year ended 31 March 2016

1. Accounting Policies

Basis of preparation

The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards (IAS) and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS. They have been prepared on the historical cost basis.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in August 2016.

Various new standards, interpretations and amendments have become effective since 1 April 2015, but have had no material effect on the financial statements.

2. Segment Information

During the prior year the Group operated in the following main business segments:

OneView Commerce Licensing of software and providing the related consulting, support and other services related to the software sold; and

Unallocated central costs The provision of Group-wide support services including finance to the other business segment within the Group.

These segments were considered on the basis of different products and services.

2. Segment information continued

Geographical information

3. Exceptional items

Exceptional items arising in the year are for the professional fees incurred relating to the reverse takeover. The exceptional costs incurred are shown below:

4. Share-based payment arising on reverse transaction

During the year, OneView Commerce Inc's original shareholders obtained a majority share interest in OneView Group plc (formerly Armour Group plc) for an aggregate of 305,263,158 Consideration Shares at 5p of which 276,346,760 were issued on completion and a further 28,916,398 may be issued on the exercise of options. This transaction has been treated as a reverse acquisition. Prior to the acquisition, the Company proposed a tender offer to repurchase 22,392,875 ordinary shares at 5p. This was fully subscribed and the shares were repurchased and subsequently cancelled.

This transaction did not meet the definition of a business combination in IFRS 3 Business Combinations. The transaction has therefore been accounted for in the Consolidated Financial Statements in accordance with IFRS 2 Share-Based Payment and has been accounted for as a continuation of the financial statements of OneView Commerce Inc., together with a deemed issue of shares, equivalent to the shares held by the former shareholders of the Company. The deemed issue of shares is, in effect, a share-based payment transaction whereby OneView Commerce Inc. is deemed to have received the net assets of the Company, together with the listing status of the Company. The overall accounting effect is similar to that of a reverse acquisition in IFRS 3 with the exception that goodwill is not recognised.

The Consolidated Financial Statements represent a continuation of the financial statements of OneView Commerce Inc., the principle and guidance on the preparation and presentation of the Consolidated Financial Statements in a reverse acquisition set out in IFRS 3 have been applied:

• The cost of the acquisition, and the amount recognised as issued capital to effect the transaction, is based on the notional amount of shares that OneView Commerce Inc. would have needed to issue to acquire the same shareholding percentage in the Company at the acquisition date;

• Retained earnings and other equity balances in the Consolidated Financial Statements at the acquisition date are those of OneView Commerce Inc.;

• A share-based payment transaction arises whereby OneView Commerce Inc. is deemed to have issued shares in exchange for the net assets of the Company (together with the listing status of the Company). The listing status does not qualify for recognition as an intangible asset and has therefore been expensed;

• The equity structure in the Consolidated Financial Statements (the number and type of equity instruments issued) at the date of the acquisition reflects the equity structure of the Company, including the equity instruments issued by the Company to effect the acquisition; and

• The results for the year ended 31 March 2016 comprise the consolidated results for the period of OneView Commerce Inc. together since the acquisition (21 March 2016) with the results of the Company. The results for the year ended 31 March 2015 are the results of OneView Commerce Inc.

Details of the fair value of the net assets and liabilities of the Company that were acquired on its acquisition by OneView Commerce Inc. are as follows:

The calculation of the share-based payment arising on the reverse transaction is as follows:

5. Taxation

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to the result for the year are as follows:

6. Loss per ordinary share

Basic loss per ordinary share is calculated using the weighted average number of ordinary shares in issue during the financial year of 250,701,971 (31 March 2015: 223,638,265). Diluted loss per ordinary share are calculated with reference to 250,701,971(31 March 2015: 223,638,265) ordinary shares. The weighted average number of ordinary shares in the prior year has been calculated using the share exchange ratio (74.82). The effect of the exercise of options on the weighted average number of ordinary shares in issue is nil (31 March 2015: 1,100).

At 31 March 2016, the Armour Employees' Share Trust held 3,424,000 ordinary shares. The weighted average number of ordinary shares held by the Armour Employees' Share Trust during the year of 3,424,000 is not included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year.

Underlying loss per ordinary share is also shown calculated by reference to loss before exceptional items. The Directors consider that this gives a useful additional indication of underlying performance. It should be noted that the term "underlying" is not defined under IFRS and may not therefore be comparable with similarly titled profit measures reported by other entities.

7. Dividend

The Board did not recommend a dividend for the year ended 31 March 2015 and has not recommended a final dividend for the year ended 31 March 2016.

8. Share capital

The above analysis of the movements in share capital in the prior period reflects the initial share capital of OneView Commerce Inc. subsequently adjusted for the reverse transaction and the issue of shares. At the date of the acquisition there were 74,658,621 ordinary shares in issue, 276,346,760 ordinary shares were issued in consideration for the full share capital of OneView Commerce Inc. The share exchange ratio used was 74.82. Prior to the acquisition, the Company proposed a tender offer to repurchase 22,392,875 ordinary shares at 5p. This was fully subscribed and the shares were repurchased and subsequently cancelled.

The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company's residual assets.

9. Net cash flow from operations

* EBITDA is defined as the (loss)/profit before interest, taxation, depreciation, amortisation and share-based payments

10. Subsequent event

The Company has agreed terms with Hawk Investment Holdings Limited ("Hawk") and Lane Capital Group Limited ("LCP") to extend the existing loan facility to $3 million. There is currently $1.24m drawn under the facility. Hawk is controlled by Bob Morton and his wife and LCP is wholly owned by Gary Lane and his immediate family. Hawk and LCP are both significant shareholders in the Company and Gary Lane is a Non-Executive Director. The new loan facility ("the Facility") is for a two year term convertible at 5p per ordinary share and repayable at the end of its term or in the event that the Company raises new equity in excess of $5 million. Both Hawk and LCP have undertaken not to convert amounts due under the Facility if such conversion would result in either party (including those who are deemed to be acting in concert with them) holding more than 29.99% of the ordinary share capital of the Company. Under the Facility, interest is payable at 12% per annum.

Given the significant shareholdings of Bob Morton and Gary Lane and the board position held Gary Lane, the extension of the loan facility is deemed a related party transaction under the AIM Rules for Companies. The independent Directors (being all those other Gary Lane), having consulted with their nominated advisor, consider that the terms of the Facility are fair and reasonable insofar as the Company's shareholders are concerned.

11. Publication of non-statutory accounts

The financial information set out in this preliminary announcement does not constitute the Group's financial statements for the year ended 31 March 2016 and the year ended 31 March 2015.

The financial statements for the year ended 31 March 2016 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors' report on these financial statements was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain statements under sections 498(2) or (3) of the Companies Act 2006.

The full audited financial statements of OneView Group plc for the period ended 31 March are expected to be posted to shareholders by the 5 August 2016 and will be available to the public at the Company's registered office, Suite 25, 6-8 Revenge Road, Lordswood, Chatham, Kent, ME5 8UD and available to view on the Company's website at www.oneviewcommerce.com from that date.

12. Annual General Meeting

The Annual General Meeting will be held at the offices of Arnold & Porter (UK) LLP, Tower 42, 25 Old Broad Street, London EC2N 1HQ on Tuesday 6 September 2016 at 12.00 noon.