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«THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a ...»

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the

contents of this document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in

advising on the acquisition of shares and other securities. This document has been drawn up in accordance with the AIM Rules.

Application has been made for the whole of the issued and to be issued ordinary share capital of Cohort PLC (‘‘the Company’’), to be admitted to trading on AIM. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks in investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither London Stock Exchange plc nor the UK Listing Authority has examined or approved the contents of this document.

The Directors of the Company, whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This document constitutes an admission document drawn up in accordance with the AIM Rules. It is not a prospectus prepared in accordance with the Prospectus Rules of the Financial Services Authority and has not been delivered to the Financial Services Authority in accordance with such rules.

The Ordinary Shares are not traded on any other recognised investment exchange and no other application to any other recognised investment exchange has been made. It is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence on AIM, on 8 March 2006.

The attention of investors is drawn to the Risk Factors set out in Part 2 of this document. The whole text of this document should be reviewed in the light of these risk factors.

Cohort PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 5684823) Placing of 7,734,146 Ordinary Shares at 123p per share Admission to trading on AIM Nominated Adviser and Broker Investec Ordinary share capital immediately following Admission Authorised Issued and fully pa

–  –  –

Investec Investment Banking (‘‘Investec’’), a division of Investec Bank (UK) Limited, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Placing and Admission and is not acting for any person other than the Company and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for providing advice on the transactions and arrangements described in this document.

Investec’s responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any director or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this document. No representation or warranty, express or implied, is made by Investec as to any of the contents of this document for which the Company and the Directors are solely responsible. Investec has not authorised the contents of, or any part of, this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Investec for the accuracy of any information or opinions contained in this document or for any omissions of any material information, for which the Company and the Directors are solely responsible.

In particular, the information contained in this document has been prepared solely for the purposes of the Placing and the Admission and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them.

The Company and Investec have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the issue or sale of the Ordinary Shares in circumstances in which section 21(l) of FSMA does not apply.

No person has been authorised to give or make any representations or warranties in relation to this document and, if given or made, any such representations or warranties must not be relied on as having been authorised by the Group, the Company or Investec. Neither the delivery of this document nor any subscription or acquisition made under it shall, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this document or that the information in it is correct as of any subsequent date.

This document does not constitute an offer to sell, or the solicitation of an offer to buy, shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution in or into the United States, Canada, Australia, Japan or the Republic of South Africa. The issue of the Ordinary Shares has not been and will not be registered under the applicable securities laws of the United States, Canada, Australia, Japan or the Republic of South Africa or under the securities legislation of any state of the United States or any province or territory of Canada, Australia, Japan or the Republic of South Africa.





Accordingly, subject to certain exceptions, the Ordinary Shares may not be offered or sold directly or indirectly in or into, or to any national, resident or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. The distribution of this document and/or the offer or sale of the Ordinary Shares in other jurisdictions may be restricted by the laws or regulations of those jurisdictions and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of relevant securities laws or regulations of the jurisdictions concerned.

Copies of this document will be available free of charge during normal business hours on any weekday (except public holidays) at the offices of Eversheds LLP, Senator House, 85 Queen Victoria Street, London EC4V 4JL for the period of one month from the date of Admission.

CONTENTS

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INFORMATION ON THE GROUP

1. Introduction Cohort has been established to capitalise on opportunities to grow, both organically and through acquisition, in the defence technical services market. The Directors believe that the accessible UK market for such services is large and offers scope for expansion, whilst a portion of the supplier base is fragmented and provides opportunities for consolidation. Cohort will seek to make targeted acquisitions of complementary businesses.

Cohort’s sole initial trading subsidiary, Systems Consultants Services Limited (‘‘SCS’’), is a leading independent defence technical services business based in Henley-on-Thames, Oxfordshire in the United Kingdom. SCS provides a range of technical services to clients in the defence and security sectors, its principal client being the UK Ministry of Defence (‘‘MOD’’) and its agencies. Its other clients include other UK government departments, NATO, major defence contractors and non-defence businesses.

SCS was founded in 1992 by Stanley Carter, formerly a colonel in the British Army, to provide independent, practical and technical expertise to clients in the defence and security sectors. A high proportion of SCS’s employees and those engaged as associates were formerly in either the British armed forces or the MOD. A number are technically qualified to degree level or above and collectively they have a wide breadth and depth of expertise.

SCS has grown significantly since 1992 and, in particular, has seen rapid and profitable growth over the last few years. In the year ended 30 April 2005, SCS recorded a turnover of £14.4 million and operating profit of £1.8 million.

Cohort has a highly experienced board and, in SCS, a respected name in its chosen market sectors.

Cohort’s board consists of Chairman Nick Prest, former Chairman of both the Defence Manufacturers Association and Alvis plc; Chief Executive Stanley Carter, founder and Managing Director of SCS; Business Development and Finance Director Andrew Thomis, former Director of Corporate Development at Alvis plc; and Non-Executive Director Sir Robert Walmsley, former MOD Chief of Defence Procurement. Cohort has a strong management team with considerable experience in the UK and international defence market.

2. History and background SCS was founded by Stanley Carter in 1992 following a military career in the Royal Artillery and on the General Staff of the British Army. Stanley identified a demand for individuals with professional theoretical knowledge coupled with practical experience in its application to advise the defence and security sectors. He created SCS to meet this requirement and SCS won its first contract with the then MOD Defence Research Agency to research command support systems. Some six months after he started the business, Stanley was joined by John Lyde and John Tydeman, both of whom are executive directors of SCS.

The 1990s saw significant growth. SCS moved to leased premises near Henley-on-Thames in 1998. In 2000, SCS won its first weapon system field trial contract, which involved planning and conducting firing trials of the Royal Navy’s standard medium calibre, general purpose gun and analysing the results.

In 2001, SCS was appointed the lead contractor to provide comprehensive training support for the newly formed Permanent Joint Headquarters (‘‘PJHQ’’) of the British armed forces at Northwood, heading a consortium of EDS Defence Ltd (‘‘EDS’’), Cubic Applications Inc. (‘‘Cubic’’) and Titan Systems Solutions UK Ltd (‘‘Titan’’). Since then SCS has supported PJHQ in activities ranging from simulation-based training events in the UK up to large exercises involving deployments overseas. The latter typically require teams of approximately 50 experts from SCS. SCS’s involvement with PJHQ covers such diverse activities as developing scenarios and plans for exercises, developing computerbased simulations and providing highly experienced senior individuals (such as a former ambassador) to add realism as the scenario unfolds.

Having outgrown its premises, SCS moved to its present location at The Court House, Henley-onThames in 2001. Since then, SCS has extended its activities to crisis management training for nonmilitary customers, including the Department of Health and in the private sector. In addition, SCS provides information security advice. Customers have praised SCS’s professionalism, responsiveness and excellence of service, demonstrating the strength of SCS’s reputation amongst its customers.

–  –  –

3. Key strengths The Directors believe that the Group has a set of strengths which differentiate it in its marketplace

and has contributed to its track record of consistent profitable growth. These include the following:

A flexible business model which has provided a competitive advantage through:

* offering customers access to a wide range of highly experienced practical and technical * expertise on a flexible and cost effective basis; and building relationships with and retaining experienced defence and security experts by * providing them with a familiar environment and attractive and flexible work and working patterns.

Demonstrable independence from the major defence businesses or interests, giving customers * confidence that they will receive objective advice.

These strengths have enabled the Group to respond successfully to growing demand in its chosen market sectors, which in the case of defence, has been driven principally by structural changes in the management of defence as well as changes to the international security situation. As a result, SCS has now established a customer base extending across the defence and security sectors, within which the Directors believe SCS has developed a reputation for both performance and cost-effectiveness.

4. The business Activities SCS’s principal operational activity is the provision of a wide range of technical services for its clients across the following main areas.

(a) Training Support SCS provides a broad spectrum of training services to military, government and commercial clients. It is a key provider of military training services to PJHQ, the organisation that commands UK military operations overseas. This includes a permanent team supporting the design and management of military training exercises ranging from computer simulations to, large exercises involving deployments overseas. Training activities range from operating military training exercise simulation software to providing expert individuals (such as a former ambassador and senior civil servants) to develop scenarios and participate in such exercises.

Through its sub-contract partners EDS, Cubic and Titan, SCS supports and develops the software and hardware infrastructure underpinning these exercises. SCS also provides crisis management training and support to government and commercial organisations.



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