Schedule 1 - Nasstar Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Nasstar plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

14 - 18 Old Street

London

EC1V 9BH

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.nasstar.com/investors

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Nasstar plc was founded in 1998 by Charles Black, initially providing web site development and hosting services. Nasstar plc launched a hosted email service in 2003 and then in 2004 launched its hosted desktop service and hosted exchange email. Nasstar plc was admitted to trading on AIM on 29 December 2005.

Denara Holdings Limited, which acts solely as the holding company of wholly owned subsidiary e-know.net Limited. e-know.net Limited is a hosted desktop and managed services provider which was founded in 1999 by David Redwood. e-know.net Limited supplies a hosted Information Technology ("IT") service to businesses. e-know.net Limited is an accredited Microsoft Gold Partner, officially certified against the Cloud Industry Forum Code of Practice and is certified to ISO 27001.

Nasstar plc has conditionally agreed to purchase the entire issued and to be issued share capital of Denara Holdings Limited for an aggregate consideration of GBP13.0m (GBP9.0m cash GBP4.0m new ordinary shares). The acquisition constitutes a reverse takeover under AIM Rule 14 and accordingly, Nasstar will be seeking readmission of its enlarged issued share capital to trading on AIM.

The enlarged group's main country of operation will be the United Kingdom.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

353,660,053 ordinary shares of 1p each ("Ordinary Shares")

(new shares to be issued at 5p per share)

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

The Company is raising GBP10.5m upon Admission by the issue of new Ordinary Shares at a price of 5p per Ordinary Share. Anticipated market capitalisation of the Company at the Issue Price is GBP17.7m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

45.55% of shares not in public hands

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Lord Daresbury (Peter) - Chairman

David Thomas Arthur Redwood - Proposed Non-Executive Deputy Chairman

Nigel Redwood - Proposed Chief Executive Officer

Niki Jane Redwood - Proposed Finance Director and Company Secretary

Angus John McCaffery - Non-Executive Director

Michael (Mike) David Read - Proposed Non-Executive Director

Nicholas (Nick) John Bate - Proposed Non-Executive Director

Charles Michael Andrew Black - Chief Executive Officer - resigning on Admission

Maurice Anthony (Tony) Eve - Finance Director - resigning on Admission)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

* Holdings assume full subscription in accordance with commitments given under the terms of the Placing

† Shares acquired pursuant to the Acquisition Agreement

** includes 571,459 shares held in trust for the benefit of Nigel Redwood's minor daughter

††includes 1,714,378 shares held in trust for the benefit of Niki Redwood's minor children

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

KPMG LLP, Newshams Tax Consultants, Oakley Capital Corporate Finance and Wragge & Co. LLP

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) Denara Holdings Limited: 30 June 2013; Nasstar plc: 30 September 2013

(iii) 30 June 2014, 30 September 2014 and 30 June 2015

EXPECTED ADMISSION DATE:

Friday 10 January 2014

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

NAME AND ADDRESS OF BROKER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.nasstar.co/investors

The Admission Document contains full details about the Company and the admission of its securities

DATE OF NOTIFICATION:

18 December 2013

NEW/ UPDATE:

New