Introduction

Carta is a newly established company, established by the Founders, Peter Opperman and Michael Biddulph and incorporated under the laws of England and Wales. It intends to use the proceeds of the Placing to finance all or a portion of the cash consideration required to fund the acquisition of a business or company with significant operations in the UK with an Enterprise Value of up to £350 million in the business or consumer services sectors. The Company may, as appropriate and if required, seek to raise further capital (either equity or debt) for the purpose of this acquisition. The Company's objective is to acquire a single, mid-market UK business with a proven track record and a strong competitive industry position that is constrained by its existing capital structure, has a combination of ownership, lender, management and financial issues and is likely to be over-leveraged.

Following the Acquisition, the objective of the Company will be to run the acquired business, review any remaining debt burden, carry out structured operational change and implement targeted investment with a view to generating value for Shareholders over the medium term. The market opportunity

In the UK, an estimated £125 billion of loans to UK companies are due to be refinanced by 2013, a significant proportion of which has been advanced to UK companies in the mid-market. Against this backdrop, the Directors believe that a significant number of fundamentally sound but highly geared businesses will find it challenging to refinance and that more of them will come under control of the clearing banks over the next 12-18 months, creating increased opportunities for the Company to make the Acquisition.

The Directors believe that the Company will be well placed to take advantage of these opportunities as it will have timely access to the placing proceeds and the ability to issue ordinary shares as part consideration and be able to complete the Acquisition swiftly. The Directors are well placed to source potential opportunities as they have built up extensive contacts in many sectors and are frequently shown possible transaction opportunities by intermediaries and directly by certain clearing banks.

Investment strategy and execution

The Company has outsourced most of its operating functions to the Operator, a limited liability partnership, whose members are both the Founders and the Company. The Operator is responsible for the identification and execution of the Acquisition, as well as the design and implementation of the strategy of the acquired company or business.

The Directors believe that the Company will be able to structure the Acquisition consideration as a mixture of cash, debt and equity and therefore have the opportunity to acquire a high quality company or business whilst debt and equity are otherwise relatively scarce in the current market. The Directors intend to restructure the balance sheet of the company or business acquired and, once they have reduced its debt burden and it is able to generate a sustainable level of free cash flow, the Directors (advised by the Operator) will focus on its day-to-day operations to drive profitability and growth through operational improvements and targeted investment. The Directors are targeting a gross IRR of between 20-25 per cent. over the medium term.

The Operator has identified the following criteria and guidelines that it believes are important in evaluating a prospective target business. It will generally use these criteria and guidelines in evaluating acquisition opportunities. However, it may also decide to enter into an Acquisition with a target business that does not meet these criteria and guidelines:

· An established company with a proven track record. The Company will seek to acquire an established company with sound historical financial performance. It will typically focus on companies with a history of strong operating and financial results, albeit recently tempered by a high level of debt.

· Strong competitive industry position. The Company will seek to acquire a target company that operates in an industry with strong fundamentals. Important factors to be considered will include barriers to entry in the market, level of competition and consolidation, the target's growth prospects and the level of investment required to drive that growth.

· A company with strong free cash flow characteristics. The Company will seek to acquire a target company with a history of stable cash flow generation through predictable, recurring revenue streams.

· Experienced management team. The Company will seek to acquire a target company with a strong, experienced management team with a proven track record. The Company expects that the operating expertise and experience of the Founders will complement, not replace, the existing management team. The Company may add a small number of additional senior executives to the acquired company or business, who would be employees of that company or business. · Strong growth potential. The Company will seek to acquire a target company where it sees a significant opportunity for financial and operational improvement. It will target companies that it believes will be able to achieve strong growth through both the restructuring of its balance sheet and through operational improvements and targeted investment.

Listing exchange: AIM

Expected first day of trading: 2011-12-23

Expected money raised: Nil