Results for the period to 30 September 2015

Gloo Networks Plc ("Gloo" or the "Company")Results for the period from incorporation to 30 September 2015

The Board of Gloo releases the results for the period from incorporation on 16 February 2015 to 30 September 2015.

Enquiries:

Liberum Capital Limited (Nominated Adviser and Joint Broker)Tel: +44 20 3100 2000Neil ElliotChris ClarkeJonathan Wilkes-Green

Numis Securities Limited (Joint Broker)Tel: +44 20 7260 1000Lorna TilbianNick Westlake James Serjeant

Temple Bar Advisory (PR advisor to Gloo)Tel: +44 20 7002 1080Ed Orlebar (+44 7738 724 630)Tom Allison (+44 7789 998 020)Alycia MacAskill (+44 7776 253 482)

GLOO NETWORKS PLC

Consolidated Financial Statements(unaudited)

For the period from incorporation on

16 February 2015 to 30 September 2015

GLOO NETWORKS PLC

CHIEF EXECUTIVE OFFICER'S STATEMENT AND STRATEGIC REPORT

I am pleased to present to the shareholders the consolidated unaudited financial statements of the Group for the period from incorporation on 16 February 2015 to 30 September 2015.

Strategy

Gloo Networks plc ("Gloo" or the "Company") is a technology company that aims to connect some of the world's most-loved content with its most-valued consumers. It intends to acquire trusted consumer brands in the media sector that appeal to attractive socio-economic groups and to use data and technology to change their business models to ultimately unlock value and increase profitability. The Company intends to acquire and run businesses initially with an enterprise value in the range of £250 million to £1 billion and is led by digital transformation experts Rebecca Miskin (Chief Executive Officer) and Juan Lopez-Valcarcel (Chief Product and Operations Officer).

Since listing in August 2015, the Company has pursued its stated strategy. The Directors continue to review a number of potential acquisition opportunities, controlling the Company's planned levels of expenditure during the pre-acquisition phase.

Results

The Group's loss after taxation for the period from incorporation to 30 September 2015 was £1,025,596. In the period to 30 September 2015, the Group incurred £1,032,162 of administrative expenses, received interest of £6,566 and at the period end held a cash balance of £29,069,073.

Dividend Policy

The Company has not yet acquired a trading operation and the Directors therefore consider it inappropriate to make a forecast of the likely level of any future dividends. The Directors intend to determine the Company's dividend policy following completion of the Company's first Reverse Takeover and in any event, will only commence the payment of dividends when it becomes commercially prudent to do so. There are no arrangements in place under which future dividends are to be waived or agreed to be waived.

Directors

The Directors of the Company who served during the period and subsequent to the date of this report are:

Rebecca Miskin, Chief Executive Officer

Rebecca is a global business leader and digital transformation expert with a 23 year international track record.

Rebecca began her career in 1992 with multinational publishing house Reed Elsevier where she was appointed as their director of Europe before moving to IPC Media (now Time Inc. UK). Here she set up IPC Media's content and licensing division, taking responsibility for the magazine publisher's entire digital revenue before serving as the managing director of Excite.

In 2007 Rebecca joined NBC Universal's international headquarters in London and was subsequently headhunted to New York to spearhead the turnaround of a group of digital businesses purchased for US$600 million. As General Manager for iVillage Networks, she cut costs by approximately US$20 million within her first six months; re-launched six businesses with new focus, helping to bring them back into profit. Rebecca reversed a four-year decline to create the largest content driven community for women online at that time with an audience of 33 million. From there, Rebecca returned to the UK to take up a position with Hearst Magazines UK, acting as Digital Strategy Director and Change Agent between 2010 and 2014. Here Rebecca led the post-acquisition integration of Hachette Filipacchi UK, increasing revenues, operating profits and operating margins during the first two years following acquisition.

Rebecca has held the position of non-executive director on the board of Centaur Media plc since 2011 where

she is chair of the remuneration committee and a member of both the audit and nomination committees.

Juan Lopez-Valcarcel, Chief Product and Operations Officer

Juan is a global digital product and operations expert with 19 years' experience. Juan was responsible for the launch of the first local internet portal in Spain as chief technology officer and co-founder of Guiamadrid between 1996 and 1998. He later joined Booz Allen (now Strategy&), the US management consultancy firm, where he worked on over 20 product and technology transformation projects for media and technology companies in the US and Europe.

In 2007, Juan joined NBC Universal in New York, where he was appointed as Vice President for Strategy at iVillage Networks and general manager for its display business, taking responsibility for audience strategy and product transformation for their health and wellness lead generation website. Juan was then recruited by Pearson plc in London, where he worked from 2010 to 2014 first as Director of Digital Product and Consumer Technology and then as Chief Digital Officer of International Operations. In this role, he led all digital product strategy, engineering and digital partnerships outside North America. While at Pearson, Juan also held executive responsibilities over data, experience and efficacy.

Juan was shortlisted for his work at Pearson for the ''Excellence in Digital Transformation'' European Digital Masters Award by the Up Group. He is also a member of the International Academy of Digital Arts & Sciences and was appointed in 2015 as an Association Member of BUPA.

Mark Brangstrup Watts, Executive Director

Mark Brangstrup Watts founded Marwyn, the asset management and corporate finance group, in 2002 with James Corsellis. Mark is joint managing partner of Marwyn Capital LLP, which provides corporate finance advice, and Marwyn Investment Management LLP, which provides asset management solutions and investment advisory services. Mark is a director of Marwyn Asset Management Limited, a regulated fund manager and also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities. Marwyn has launched 15 companies in partnership with experienced management teams across a variety of sectors, typically executing buy and build strategies. Mark has held board positions on several Official List and AIM listed companies, including Entertainment One Limited, Advanced Computer Software plc, Inspicio plc and Talarius plc.

It is currently intended that, following the completion of the Company's first Reverse Takeover, Mark will adopt a non-executive role.

James Corsellis, Executive Director

James Corsellis founded Marwyn, the asset management and corporate finance group, in 2002 with Mark Brangstrup Watts. James is joint Managing Partner of Marwyn Capital LLP, which provides corporate finance advice, and Marwyn Investment Management LLP, which provides asset management solutions and investment advisory services, (both of which are regulated by the Financial Conduct Authority). James is a director of Marwyn Asset Management Limited, a regulated fund manager, and also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities. Marwyn has launched 15 companies across a variety of sectors with James providing support to these companies, using his experience of working with a number of companies in various roles (including as Chairman of Entertainment One Limited and director of Breedon Aggregates Limited, Concateno plc and Catalina Holdings Limited) as well as his operating experience as the CEO and founder of technology business, iCollector plc and CM Interactive.

It is currently intended that, following the completion of the Company's first Reverse Takeover, James will adopt a non-executive role.

Corporate Governance

The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of the shareholders.

Audit and risk committee

At present, the Company does not consider it necessary to establish an audit committee given the nature of its board structure and operations. The Board will undertake all functions that would normally be delegated to the audit committee, including reviewing annual and interim results, receiving reports from its auditors, agreeing the auditors' remuneration and assessing the effectiveness of the audit and internal control environment. Where necessary the Board will obtain specialist external advice from either its auditors or other advisers. The Board will establish an audit committee upon completion of the first Reverse Takeover by the Company.

Nomination and remuneration committee

The Company does not intend to establish remuneration and nomination committees until the completion of the Company's first Reverse Takeover as those committees are not currently appropriate given the nature of the Company's board structure and operations. Accordingly, the Board will review the remuneration of the Directors annually and agree reasonable and market standard (as regards level) non-executive fees, based upon market information sourced from appropriate external consultants. Consideration will be given by the Board to future succession plans for members of the Board, as well as consideration as to whether the Board has the skills required to manage the Company effectively.

Outlook

The Group continues to pursue its stated acquisition strategy and the Directors believe that Gloo Networks is well placed to progress the available opportunities in the year ahead.

GLOO NETWORKS PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The Group's activities derive from continuing operations.

The notes on pages 9 to 17 form an integral part of these consolidated financial statements.

GLOO NETWORKS PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The notes on pages 9 to 17 form an integral part of these consolidated financial statements.

The financial statements were approved by the Board of Directors on 27 November 2015 and were signed on its behalf by:

Rebecca Miskin Juan Lopez-Valcarcel

Director Director

GLOO NETWORKS PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The notes on pages 9 to 17 form an integral part of these consolidated financial statements.

GLOO NETWORKS PLC

CONSOLIDATED STATEMENT OF CASHFLOWS

The notes on pages 9 to 17 form an integral part of these consolidated financial statements.

GLOO NETWORKS PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Gloo Networks plc (the "Company") is an Investing Company incorporated in England and Wales and domiciled in the United Kingdom. It is a public limited company with its registered office at 20 Buckingham Street, London, WC2N 6EF. The Company wholly owns Gloo Networks Jersey Limited (collectively, the "Group"), which was incorporated on the formation of the Group.

2. ACCOUNTING POLICIES

(a) Basis of preparation

The Company was incorporated on 16 February 2015.

The Consolidated Financial Statements represent the period from 16 February 2015 until 30 September 2015 and have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union, and with those parts of the Companies Act 2006 as applicable to companies reporting under IFRS.

The Consolidated Financial Statements are prepared in accordance with IFRS under the historical cost convention and are presented in British pounds sterling, which is the presentational and functional currency of the Company.

The principal accounting policies adopted in the preparation of the Consolidated Financial Statements are set out below. The policies have been consistently applied throughout the period presented.

(b) Going concern

The Consolidated Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. As the Group has significant cash reserves, the Directors have concluded it remains appropriate to use the going concern basis.

(c) New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretation effective and adopted by the Group:

The accounting policies adopted in the presentation of these consolidated financial statements reflect the adoption of the following new standards for annual periods beginning on or after 1 January 2015.

Standards issued but not yet effective:

The following standards are issued (* subject to EU endorsement) but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not expected that any of these standards will have a material impact on the Group.

(d) Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial information of subsidiaries is fully consolidated from the date that control commences until the date that control ceases.

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions are eliminated on consolidation.

(e) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

(f) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

(g) Corporation tax

Corporation tax for the period presented comprises current and deferred tax.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to taxes payable in respect of previous periods.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(h) Loss per ordinary share

The Group presents basic earnings per ordinary share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

(i) Share based transactions

Equity-settled share based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is expensed through administrative expenses, with a corresponding increase in equity through the share based payment reserve, on a straight line basis over the period that the employees become unconditionally entitled to the awards.

(j) Pension benefits

The Group pays contributions to privately administered pension plans on behalf of employees as contractually agreed, or the equivalent contribution is paid in cash to the employee. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an expense on the accruals basis.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Consolidated Financial Statements under IFRS requires the Directors to consider estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For the period and at the period end, the Directors do not consider that they have made any significant estimates, judgement or assumptions that would affect the balances reported in these financial statements.

4. SEGMENT INFORMATION

The Board of Directors is the Group's chief operating decision-maker. As the Group had not yet made an acquisition as of 30 September 2015, the Group is organised and operates as one segment.

5. EMPLOYEES AND DIRECTORS

(a) Staff costs for the Group during the period:

(b) Directors' emoluments

The Board considers the Directors of the Company to be the key management personnel of the Group.

The highest paid Director, Rebecca Miskin, received emoluments of £238,070 during the period, of which £22,125 related to pension benefits. Rebecca received a fixed annual salary of £295,000, effective from 8 January 2015, payable monthly in arrears, plus a pension contribution of 10 per cent of her fixed annual salary.

(c) Key management compensation

The following table details the aggregate compensation paid in respect of the members of the Board of Directors including the Executive Directors.

(d) Employed persons

The average monthly number of persons employed by the Group (including Directors) during the period was as follows:

(e) Pension benefits

The amount recognised as an expense for the payments made into employees private pension arrangements was £39,667. The amount paid in lieu of payment into a private pension arrangement was £20,617.

6. EXPENSES BY NATURE

7. INCOME TAX EXPENSE

Reconciliation of effective rate and tax charge:

8. INVESTMENTS

(a) Principal subsidiary undertakings of the Group

The Company directly owns the whole of the issued and fully paid ordinary share capital of its subsidiary undertaking.

The principal subsidiary undertaking of the Company as at 30 September 2015 is presented below:

There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the Company's subsidiary.

9. OTHER RECEIVABLES

All receivables are current. There is no material difference between the book value and the fair value of the other receivables.

10. CASH AND CASH EQUIVALENTS

Credit risk is managed on a Group basis, Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum short-term credit rating of P-1, as issued by Moody's are used by the Group.

11. TRADE AND OTHER PAYABLES

There is no material difference between the book value and the fair value of the trade and other payables.

12. CALLED UP SHARE CAPITAL

On incorporation 200 ordinary shares of £0.01 each and 49,998 preference shares of £1.00 each in the capital of the Company were issued. The Ordinary Shares were each issued at a premium of £1,000 per Ordinary Share and the preference shares were issued at nominal value. Since then, the Company has issued the following shares, fully paid:

(i) 250 ordinary shares at a premium of £1,000 on 29 April 2015;

(ii) 224,995 ordinary shares at a premium of £1.19 per share on 6 July 2015;

(iii) 1 ordinary share at a premium of £1.49 on 6 July 2015;

(iv) 374,554 ordinary shares by way of bonus issue out of the Company's share premium; and

(V) Upon the Company's admission to AIM, a further 25,000,000 ordinary shares were issued at £1.20 per share resulting in total premium on transaction of £29,750,000. Total transaction costs taken to share premium in relation to this issue of shares were £913,933, accordingly, the share premium account at 30 September 2015 totalled £29,550,067.

On 6 July 2015 the holders of the redeemable preference shares signed a deed of waiver to irrevocably and unconditionally waive their rights to redeem the 49,998 redeemable preference shares of £1.00 each held by them in the Company. The financial effect of this waiver was that the redeemable preference shares were reclassified at the date of the waiver from a liability to equity as the Company was no longer under an obligation to repay the redeemable preference shares on demand from the holders. These shares were fully redeemed on admission to AIM.

All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company.

13. RESERVES

The following describes the nature and purpose of each reserve within shareholders' equity:

Share premium

The amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of new shares.

Retained earnings

Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

Share based payment reserve

The Share based payment reserve is the cumulative amount recognised in relation to the equity settled share based payment scheme as further described in Note 15.

14. LOSS PER ORDINARY SHARE

Basic earnings per ordinary share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Participation shares (refer note 15) have not been included in the calculation of diluted earnings per share because they are antidilutive for the period presented.

15. SHARE BASED PAYMENTS

Implementation of share incentive plan - Participation Shares

Arrangements were put in place shortly after the Company's formation to create incentives for those who are expected to make key contributions to the success of the Group. The Group's success depends upon the sourcing of attractive investment opportunities, the improvement of the target businesses, and their subsequent sale to realise attractive returns for shareholders. Accordingly, an incentive scheme was created to reward key contributors to the creation of value. At the period end, a total of £604 was recorded in the share based payment reserve. This is based on a Participation share valuation of £6,000, which is equal to the put option price for each shareholding, spread over the vesting period and recognised for the period between the grant date and the reporting date.

On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new Ordinary shares at its discretion. The valuation of the Participation Shares is discussed below. The Participation Shares may only be sold on this basis if both the growth and at least one of the vesting conditions have been satisfied. If these conditions have not been satisfied the Participation Shares must be sold to the Company for a nominal amount. Details of the Participation Shares issued are shown on the next page.

Management Shares

Rebecca Miskin, Juan Lopez-Valcarcel and Marwyn Long Term Incentive LP, in which James Corsellis and Mark Brangstrup Watts hold indirect interests, are defined as the Executive Founders.

Growth Condition

The Growth Condition is that the compound annual growth of the Company's equity value must be at least 10% per annum. The Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.

Vesting Conditions

The Participation Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of the Participation Shares to exercise his or her redemption rights. The vesting period ends on the fifth anniversary of Gloo Network Plc's Admission to AIM ''Admission''.

The vesting conditions are as follows:

(i) a sale of all or a material part of the business of the Company;

(ii) a sale of all of the issued ordinary shares of the Company occurring;

(iii) a winding up of the Company occurring;

(iv) a sale or change of control of the Company; or

(v) it is later than the third anniversary of Admission.

Rebecca Miskin and Juan Lopez-Valcarcel have agreed that if they cease to be involved in the Company during the period from the Admission date to and including the third anniversary of the Admission date then in certain circumstances a proportion of their Participation Shares may be forfeited.

Value

Subject to the provisions detailed above, the Participation Shares can be sold to the Company for an aggregate value equivalent to 15% of the increase in ''Shareholder Value'' in the Company. Shareholder Value is broadly defined as the increase in market capitalisation of all Ordinary Shares of the Company issued up to the date of sale, allowing for any dividends and other capital movements.

Holding of Management Shares

Management shares have been created and shares have been allocated and issued as shown in the table below.

16. RELATED PARTY TRANSACTIONS

In the opinion of the Directors, there is no single controlling party.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid a total of £189,867 (net of VAT as applicable). Marwyn Capital LLP was owed an amount of £49,646 at the balance sheet date; and

Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial, administrative and accounting services to the Group. During the period Axio Capital Solutions Limited charged £55,371 in respect of services supplied, of which £20,000 was included in placing costs and taken against share premium. Axio Capital Solutions Limited was owed an amount of £18,694 at the balance sheet date.

17. AUDITOR'S REMUNERATION

In the period to 30 September 2015, the Company's auditor has charged non-audit fees totalling £50,000 in relation to the Company's admission to AIM. To date, no audit fees have been recorded.

18. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 30 September 2015 that require disclosure or adjustment in these financial statements.

GLOO NETWORKS PLC

RISKS

Risks applicable to investing in the Company

An investment in the Ordinary Shares involves a high degree of risk. No assurance can be given that Shareholders will realise a profit or will avoid loss on their investment. The Board has identified the following risks which it considers to be the most significant for investors in the Company. The risks referred to below do not purport to be exhaustive and are not set out in any particular order of priority. If any of the following events identified below occur, the Company's business, financial condition, capital resources, results and/or future operations and prospects could be materially adversely affected. In that case, the market price of the Ordinary Shares could decline and investors may lose part or all of their investment. Additional risks and uncertainties not currently known to the Board or which the Board currently deem immaterial may also have an adverse effect on the Company's business. In particular, the Company's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements.

The Company is newly incorporated with no operating history

The Company was incorporated on 16 February 2015. The Company has limited financial statements and/or no meaningful historical financial data. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise including the risk that the Company will not achieve its investment objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested. The past performance of companies, assets or funds managed by the Directors, or persons affiliated with them, in other ventures, is not necessarily a guide to the future business, results of operations, financial condition or prospects of the Company.

Industry-specific risks

It is anticipated that that the Company will invest in businesses with a particular focus on the UK and US (and, to a lesser extent, European) internet and media sectors. These sectors are in a transitional period and the ability of the Company to generate transactional income streams will be closely tied to the Company's ability to capture and analyse consumer data accurately, the loyalty of consumers to any acquired brand, as well as overall levels of consumer demand, which may be affected by factors beyond the Company's control, such as changes in global and local economic activity levels.

Reliance on the retention of Directors and consultants

The Company will rely heavily on a small number of key individuals, in particular the Directors, to identify, acquire and manage suitable assets, companies and/or businesses. The retention of their services cannot be guaranteed. Accordingly the loss of any such key individual may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. In addition, there is a risk that the Company will not be able to recruit executives of sufficient expertise or experience to maximise any opportunities that present themselves, or that recruiting and retaining those executives is more costly or takes longer than expected. The failure to attract and retain those individuals may adversely affect the Company's operations.

Identifying and acquiring suitable target acquisition opportunities

The Company's ability to implement the Investment Policy will be limited by its ability to identify and acquire suitable acquisitions or suitable ancillary acquisitions. Suitable opportunities may not always be readily available. The Company's initial and future acquisitions may be delayed or made at a relatively slow rate because, inter alia:

• the Company intends to conduct detailed due diligence prior to approving acquisitions;

• the Company may conduct extensive negotiations in order to secure and facilitate an acquisition;

• it may be necessary to establish certain structures in order to facilitate an acquisition;

• competition from other investors, market conditions or other factors may mean that the Company cannot identify attractive acquisitions or such acquisitions may not be available at the rate the Company currently anticipates;

• the Company may be unable to agree acceptable terms;

• the Company may be unable to raise bank finance on terms the Directors consider reasonable; or

• the Company may need to raise further capital to make acquisitions and/or fund the assets or businesses invested in, which may not be achieved.

Disposals

The Company may make investments that it cannot realise through trade sale or flotation at an acceptable price. Some investments may be lost through insolvency. Any of these circumstances could have a negative impact on the profitability and value of the Company.

Unsuccessful transaction costs

There is a risk that the Company may incur substantial legal, financial and advisory expenses arising from unsuccessful transactions which may include transaction documentation, legal, accounting and other due diligence.

Timing of investments

As detailed above, the Company cannot accurately predict how long it will actually take to deploy the capital available to it or whether it will be able to do so at all. Any significant delay or inability to find a suitable acquisition may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Pursuant to the AIM Rules for Companies, if the Company has not substantially implemented its Investment Policy within 18 months of Admission, the Investment Policy will be subject to approval by Shareholders at the next annual general meeting of the Company and annually thereafter.

Success of Investment Policy not guaranteed

The Company's level of profit will be reliant upon the performance of the assets acquired and the Investment Policy (in both its current form and as amended from time to time). The success of the Investment Policy depends on the Directors' ability to identify investments in accordance with the Company's investment objectives and to interpret market data correctly. No assurance can be given that the strategy to be used will be successful under all or any market conditions, that the Company will be able to identify opportunities meeting the Company's investment criteria, that the Company will be able to invest its capital on attractive terms or that the Company will be able to generate positive returns for Shareholders. If the Investment Policy is not successfully implemented, this may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Change in Investment Policy

The Investment Policy may be modified and altered from time to time with the approval of Shareholders, so it is possible that the approaches adopted to achieve the Company's investment objectives in the future may be different from those the Directors currently expect to use. Any such change may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Concentration of risk

There can be no assurance that the actual investment opportunities that the Directors are able to source for the Company will not lead to a concentration of risk. To the extent that any acquisitions are concentrated in any particular niche of the internet and media sector, region, country or asset class, downturns affecting the source of the concentration may result in a total or partial loss of the value of such investments and have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Material facts or circumstances not revealed in the due diligence process

Prior to making or proposing any investment, the Company will undertake legal, financial and commercial due diligence on potential investments to a level considered reasonable and appropriate by the Company on a case by case basis. However, these efforts may not reveal all material facts or circumstances that would have a material adverse effect upon the value of the investment. In undertaking due diligence, the Company will need to utilise its own resources and may be required to rely upon third parties to conduct certain aspects of the due diligence process. Further, the Company may not have the ability to review all documents relating to the investee company and assets. Any due diligence process involves subjective analysis and there can be no assurance that due diligence will reveal all material issues related to a potential investment. Any failure to reveal all material facts or circumstances relating to a potential investment may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Further funding

When a suitable acquisition or ancillary acquisition is identified, it is possible that the Company will need to raise further capital to purchase such investment and / or facilitate the development of such investment. There is no guarantee that the Company will be able to raise such capital and this may prejudice the Company's ability to make and develop such investments. This inability to raise further capital may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Risks relating to the Ordinary Shares and their trading on AIM

Potential Marwyn conflicts of interest

Upon Admission, two of the Company's four Directors, James Corsellis and Mark Brangstrup Watts, will be closely related to MVI LP, which is currently a significant Shareholder. While Marwyn has a record of long-term support for the companies in which it invests and in whose management it is involved, and MVI LP has entered into a lock-up agreement in respect of its investment in the Company, it is possible that the interests of MVI LP may differ from those of other Shareholders and that the potential for conflict between the roles of James Corsellis and Mark Brangstrup Watts as Directors of the Company and related parties of MVI LP may adversely affect the interests of the Company's other Shareholders.

Limited trading record for the Ordinary Shares

Since the Ordinary Shares have only recently been listed, their market value is uncertain. The market price of the Ordinary Shares may be volatile and may go down as well as up and investors may therefore be unable to recover the value of their original investment. The Company's operating results and prospects from time to time may be below the expectations of market analysts and investors. Additionally, stock market conditions may affect the Ordinary Shares regardless of the performance of the Company. Stock market conditions are affected by many factors, such as general economic outlook, movements in or outlook on interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor sentiment towards particular market sectors and the demand and supply of capital.

Accordingly, the market price of the Ordinary Shares may not reflect the underlying value of the Company's net assets and the price at which investors may dispose of their Ordinary Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Company while others may be outside the Company's control.

Further issues of Ordinary Shares could dilute the interests of existing Shareholders

The Company may in the future issue additional securities, including Ordinary Shares, as well as options, warrants and rights relating to its securities, for any purpose. Future issues may consist of Ordinary Shares or securities having greater rights and preferences and may be priced at a discount to the market price of the Ordinary Shares and/or below the prevailing net asset value of each Ordinary Share. It may not be possible for existing Shareholders to participate in such future issues by the Company and the possibility of such future issues of Ordinary Shares may cause the market price of the Ordinary Shares to decline.

Investing company status

The Company is currently considered to be an investing company for the purposes of the AIM Rules for Companies. As a result, it may benefit from certain partial carve-outs to the AIM Rules for Companies, such as those in relation to the classification of Reverse Takeovers. Were the Company to lose investing company status for any reason, such carve-outs would cease to apply. It is anticipated that any acquisition will be considered to be a Reverse Takeover.

Trading on AIM

An investment in shares traded on AIM is generally perceived to involve a higher degree of risk and to be less liquid than an investment in shares listed on the Official List. AIM has been in existence since June 1995 but its future success, and the liquidity of the market for the Ordinary Shares cannot be guaranteed. Consequently, it may be more difficult for an investor to sell his or her Ordinary Shares than it would be if the Ordinary Shares were listed on the Official List, and he or she may receive less than the amount paid. In addition, there can be no guarantee that the Company will always maintain a quotation on AIM. If it fails to retain such a quotation, investors may decide to sell their Ordinary Shares, which could have an adverse impact on the price of the Ordinary Shares. If in the future the Company decides to maintain a quotation on another exchange in addition to AIM, the level of liquidity of shares traded on AIM may decline if Shareholders choose to trade on that market rather than on AIM.

Value and liquidity of the Ordinary Shares

It may be difficult for an investor to realise his or her investment. The shares of publicly traded companies can have limited liquidity and their share prices can be highly volatile. The price at which the Ordinary Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its operations and others which may affect companies operating within a particular sector or quoted companies generally. A relatively small movement in the value of an investment or the amount of income derived from it may result in a disproportionately large movement, unfavourable as well as favourable, in the value of the Ordinary Shares or the amount of income received in respect thereof. Investors should be aware that the value of the Ordinary Shares could go down as well as up, and investors may therefore not recover their original investment. Furthermore, the market price of the Ordinary Shares may not reflect the underlying value of the Company's net assets.

Risks relating to legislation and regulations

Legislative and regulatory risks

Any investment is subject to changes in regulation and legislation. As the direction and impact of changes in regulations can be unpredictable, there is a risk that regulatory developments will not bring about positive changes and opportunities, or that the costs associated with those changes and opportunities will be significant. In particular, there is a risk that regulatory change will bring about a significant downturn in the prospects of one or more acquired businesses, rather than presenting a positive opportunity.

Taxation

There can be no certainty that the current taxation regime in England and Wales or overseas jurisdictions within which the Company may operate will remain in force or that the current levels of corporation taxation will remain unchanged. Any change in the tax status or tax legislation may have a material adverse effect on the financial position of the Company. Investors should be aware however, that investment in the Company by way of subscription for Ordinary Shares may not be treated as a ''qualifying holding'' for the purposes of the venture capital trust rules (as set out in Part 6 Chapter 4 of the UK Income Tax Act 2007) because, the Company may not fulfil the requirements imposed upon it which need to be met in order for the Ordinary Shares to have qualifying holding status. Investors should also note that the venture capital trust legislation contains numerous complex conditions for a holding of Ordinary Shares to be a qualifying holding, several of which must be satisfied by the investing venture capital trust itself. The Company is not responsible for the satisfaction of such conditions.

Availability of tax reliefs

The Company's strategy will not be influenced by whether or not capital gains tax reliefs or enterprise investment scheme reliefs are available to Shareholders and investors should not rely on the availability of those reliefs in deciding whether to invest in the Company.

Suitability

As an investment vehicle incorporated in England and Wales, the Company may only be marketed to, and is only suitable as an investment for, sophisticated investors with an understanding of the risks inherent in investment in emerging market jurisdictions and an ability to accept the potential total loss of all capital invested in the Company.

GLOO NETWORKS PLC

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Interim Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements and the Interim Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

The Directors consider that the Interim Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess a company's performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Chief Executive Officer's Statement and Strategic Report, confirm that, to the best of their knowledge:

· the group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and loss of the group; and

· the Chief Executive Officer's Statement and Strategic Report 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 it faces.