CITY & MERCHANT

Offer for Subscription

of Shares andAdmission to

PLUS

Qualifying company under the Enterprise Investment Scheme (EIS)

Please insert the attached CD into your PC and press the ‘PLAY’ button that will appear in the middle of your screen. If you envisage any problems please contact our support team

on 0800 028 0004 and they will be happy to assist you.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are resident in the UK and in any doubt about the contents of this document, you should consult an authorised person who specialises in advising on the acquisition of shares and other securities and is authorised under the Financial Services and Markets Act 2000 (“FSMA”) .

Investment in a small unquoted company such as DXS International plc (“DXS”) is speculative and involves a higher degree of risk than an investment in a quoted company. The value of investments can go down as well as up and you may not get back the full amount originally invested. An investment should therefore, only be considered by those persons who are prepared to sustain a loss on their investment. Investors should be aware of the risks of investment in such companies and should make the decision to invest only after careful consideration and if appropriate consultation with an independent financial adviser.

This document comprises a PLUS Markets admission document relating to DXS prepared in accordance with the PLUS Rules. It is not an approved prospectus for the purpose of section 85(1) of Financial Services and Markets Act 2000 (“FSMA”).

The Company and the Directors, whose names and functions are set out on page 27 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 has been issued in connection with an application for the Ordinary Shares of the Company to be admitted to trading on the PLUS Market and an Offer for subscription of up to 1,785,715 new ordinary shares of 0.33p par value each at 28 pence each (“the Offer”)

The share capital of the Company is not at present included in the official UK list maintained by the Financial Services Authority as the UK Listing Authority. Application will be made for the Ordinary Shares of the Company to be traded on the PLUS-quoted market, which allows trading in the shares of unlisted companies. The rules of the PLUS-quoted market are less demanding than those of the Official List or AIM. Further, The FSA has not examined or approved the contents of this document.

PLUS is a market operated by PLUS Markets plc incorporating a primary market for the shares of small and medium companies (known as PLUS-quoted securities). PLUS-quoted securities are not listed and the market is not classified as a Regulated Market under EU financial services law. An investment in the shares of smaller companies tends to involve a higher investment risk than more mature companies. If you are in any doubt about the contents of this document you should consult a person authorised by the FSA to provide investment advice

DXS International plc(Incorporated in England and Wales under the Companies Act 1985 No. 6311313)

Offer for Subscription of up to 1,785,715 Ordinary Shares of 0.33p eachat 28p per share and Admission to PLUS Markets

Corporate Adviser: City & Merchant Corporate Finance Limited

Share capital following the Offer (assuming full subscription)

Authorised Number ordinary shares of 0.33 p each

Amount Number

£200,000 60,606,060 Issued fully paid £61,282 18,570,443

Issued not fully paid £ 360 109,221

18,679,664

£50,000 50,000redeemable preference shares of £1 each Nil Nil

Upon Admission, the Ordinary Shares being issued pursuant to the Offer will rank pari passu in all respects with the existing issued Ordinary Shares of the Company and will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company.The minimum investment per investor under the Offer for Subscription is £1,400 although the directors, at their sole discretion, may accept subscriptions for a lesser amount. The Shares will be subscribed for by each investor under the terms and conditions of the application form. The Offer is only available in the United Kingdom.

City & Merchant Corporate Finance Limited, which is regulated by the Financial Securities Authority, is acting exclusively for the Company in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of City & Merchant Corporate Finance Limited or for advising any such person in connection with the Offer. An investment in the Company involves a significant degree of risk and may not be suitable for all recipients of this document. A prospective investor should consider carefully whether an investment in the Company is suitable for him in the light of his personal circumstances and the financial resources available to him. Your attention is drawn to the section entitled ‘Risk Factors’ on page 16 of this document.

The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland or their respective territories or possessions, and documents should not be distributed, forwarded or transmitted in or into such territories. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) and may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland.

contentsDefinitions 7

Directors, Secretary and Advisers 8

Part 1 Summary 9

Part 2 Risk Factors 16

Part 3Information relating to the Company

19

Part 4Information relating to the Ordinary Shares and the Offer

29

Part 5Financial information relating to the Group

32

Part 6Enterprise Investment Scheme

42

Part 7Additional information

44

Part 8Terms & Conditions of Offer

57

Application Form Seperate Document

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Offer Statistics(assuming full subscription)

Offer Price 28p

Market capitalisation at the Offer Price, assuming full dilution (see note 1) £6,708,920

Ordinary Shares in issue following the Offer, assuming full dilution (see note1) 23,960,427

Value of Ordinary Shares being offered £500,000

Percentage of Ordinary Shares being offered Up to 7.45 percent

Gross proceeds of the Offer Up to £500,000

Net proceeds of the Offer (after expenses) Up to £410,000

Expected Timetable

Offer Open 28th February 2008

First Closing Date for the Offer 4th April 2008

Dealings in the Ordinary Shares commence on PLUS 18th April 2008

Despatch of definitive certificates for Ordinary Shares in certificated form 18th April 2008

Note 1: A South African investor is entitled to subscribe for shares in the Company as a result of the agreement to acquire DXS (UK) Limited, but is disputing ownership of its shares with a third party. They are entitled to 3,604,269 shares in the Company but have not yet paid or taken them up. In order to preserve the entitlement, the Company has issued partly and nil paid shares totalling 109,221. These shares will be cancelled if the dispute is not resolved. If taken up, these shares will dilute existing shareholders by 15% (assuming full subscription). The statistics given above assume that these will be issued.

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DEFINITIONSThe following definitions apply throughout this document, unless the context otherwise requires:

“the Acts” means every statute from time to time in force concerning companies including for the avoidance of doubt the 1985 Act and the 2006 Act

“the 1985 Act” means the Companies Act 1985

“the 2006 Act” means the Companies Act 2006

“Board” or “Directors” the board of directors of the Company

“CDS” Clinical Decision Support: the provision of content supporting decisions made by healthcare professionals.

“certificated” or “in certificated form”

not in uncertificated form (that is, not in CREST)

“Companies Act” the Companies Act 1985, as amended

“Company” or “DXS International”

DXS International plc (Company No: 6311313)

“Corporate Adviser” City & Merchant Corporate Finance Limited, authorised and regulated by the Financial Services Authority

“CREST” the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of shares

“CREST regulations” the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended

“DXS” the DXS system including the software, licences, contents and intellectual property required to operate the system.

“EPR” electronic patient records used by GPs and healthcare providers, and the electronic systems on which they rely

“FSA” the Financial Services Authority

“FSMA” the Financial Services and Markets Act 2000, as amended

“Group” the Company and its subsidiary undertakings

“HIS” Hospital Information System: software solutions installed in hospitals enabling the management of patient records and administration.

“ICTA” the Income and Corporation Taxes Act 1988, as amended

“IPO” an Initial Public Offering, being an offering of new securities to the public, usually involving admission to a public trading facility

“London Stock Exchange” London Stock Exchange plc

“Ordinary Shares” ordinary shares of 0.33p (thirty-three hundredths of a penny) each in the capital of the Company

“Offer” the offer by the Company of up to 1,785,715 Ordinary Shares described in this document

“Offer Price” 28p per Ordinary Share

“PLUS markets” or “PLUS”

PLUS Markets plc, a recognised investment exchange under section 287 of FSMA.

“PLUS-quoted market” the primary market for unlisted securities operated by PLUS

“PLUS-quoted securities” securities admitted to the PLUS-quoted market

“PLUS Rules” the PLUS rules for issuers, issued by PLUS Markets plc.

“SA” South Africa

“Secondary Care” services provided by medical specialists who generally do not have first contact with patients (e.g. cardiologists, urologists, dermatologists). The definition of Secondary Care also refers to hospitals.

“Shareholder(s) or “Member(s)”

holder(s) of issued Ordinary Shares

“uncertificated” or “in uncertificated form

recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

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DIRECTORS, SECRETARY AND ADVISERS

Directors:Robert Sutcliffe, ChairmanDavid Immelman, CEOJohn Abeln, Business Development DirectorSteven Bauer, Sales Director

Marketing Adviser to the Company:Marble Marketing LimitedFairbank House 27-29 Ashley RoadAltrinchamCheshire, WA14 2DP

Secretary and Registered office:David PapworthWarnford Court, Throgmorton StreetLondon, EC2N 2AT

Auditors and Reporting Accountants to the Company:HLB Vantis Audit plc82 St John StreetLondon, EC1M 4JN

Business and Trading Address &Telephone No:Unit 1 Abbey Business ParkMonks Walk Farnham, Surrey, GU9 8HT 01252 719800

Registrars and Receiving Agents:SLC RegistrarsThames HousePortsmouth RoadEsherSurrey, KT10 9AD

Corporate Adviser to the Company:City & Merchant Corporate Finance LimitedWarnford CourtThrogmorton StreetLondon, EC2N 2AT

Bankers:National Westminster Bank plc1 Princes StreetLondon, EC2R 8PA

Distributing Broker:Bridge Hall Stockbrokers Limited52-54 Gracechurch StreetLondon, EC3V 0EH

Solicitors to the Company and to the Offer:Kidd Rapinet14 & 16 Craven StreetLondon WC2N 2AT

part 1:summary

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You should read the whole of this document and not rely solely on the summary information set out below. This summary conveys the essential characteristics and risks associated with the Offer and should be read as an introduction to this document. Any decision to invest in the Ordinary Shares should be based on a consideration by the investor of this document as a whole.

Where a claim relating to the information contained in this document is brought before a court where English is not the language in which proceedings are conducted, a claimant investor might have to bear the costs of translating this document before the legal proceedings are initiated.

Civil liability attaches to the persons responsible for this summary including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document.

Introduction

Established in 2007 as a holding company, DXS International plc owns its trading subsidiary DXS (UK) Ltd (trading since 2002), which has developed and distributes the Company’s proprietary information publishing software and content solution service to healthcare professionals in the UK. The Company is now seeking the capital required to expand its activities into overseas territories and working capital for the existing UK business.

Principal Activities

The complete service solution package known as DXS supplies up to date information to doctors, nurses, and pharmacists about medical conditions, the currently available treatments, drugs, hospital and treatment centre facilities and capabilities, as well as a comprehensive range of information that can be printed out to help educate patients.

The DXS service solution is installed at GP practices, retail pharmacies and hospitals. The DXS software is integrated into and interacts with electronic patient record systems, enabling doctors to view the latest research relating to an individual patient’s medical condition, available treatments, and view the different drugs available, all during the patient encounter. The value of

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the DXS system is that it enjoys a prominent position on the Healthcare Professional’s desktop and is able to influence daily decisions regarding the huge healthcare spend. This influential position is attractive to healthcare stakeholders such as Health Authorities, Drug Companies, and Healthcare Service Providers, all with a desire to steer their spend in a particular direction.

DXS International plc is currently in the process of duplicating its successful UK business model in new international markets where revenue is projected to flow in the next twelve months and be sufficient to cover the increased investment in these territories, taking the group to breakeven during 2008. To facilitate this roll-out DXS International plc is currently looking to raise up to £500,000 under this Offer.

The Business Opportunity

Pharmaceutical companies currently collectively spend billions of pounds promoting their products to influence the decision making of healthcare professionals. The problem is that until now there has not been the ability for these companies to interactively influence the decision making process for prescriptive medicine at the point of sale. It is this specific business opportunity that DXS has been established to address.

The move away from paper to Electronic Patient Records (EPR) has resulted in increasing numbers of healthcare professionals using computers during the patient encounter. This provides the ideal opportunity to integrate CDS into the professional’s workflow and intelligently present information which is relevant to the patient’s condition. The DXS system can integrate into most EPR systems, thereby presenting daily updated, accurate information, relevant to a patient’s condition, on diseases, procedures and drugs for both patient and provider. DXS’s information targets the patient and professional, and covers categories such as patient education, travel information, treatment guidelines, news, drug information, support groups and more. This happens via the provider’s desktop computer during the patient/provider encounter. DXS’s ultimate power and value lies in its ability to influence the method of treatment and the spend decision in a particular direction.

Company Strategy

There are three markets within the healthcare sector targeted for DXS.

Primary Care (GPs and nurses) – This is based on securing integration contracts with the growing markets of EPR vendors active in the company’s targeted territories. This translates into DXS gaining immediate access to the vendor company’s existing customer base. For the vendors, the integration of DXS into their existing product is a no cost value-added proposition. Not only does this enhance the EPR offering, they also benefit from a share in the revenue generated by DXS. In addition, this strategy creates a firm barrier to entry with which to ward off potential competition. The service is usually free to the professional, is supported by pharmaceutical sponsorship and usually targets the Primary Care market sector

This strategy, which was successfully implemented in the UK, is being replicated in new territories. Using the lessons learned in the UK it is hoped that the growth curve can be accelerated in new territories.

Retail Pharmacy – This follows a similar strategy to primary care but differs in that it may be a combination of subscriptions and sponsorship.

Secondary Care – A slower process is selling DXS to hospitals, either integrated with HIS (hospital information systems) or standalone with revenue based on annual subscriptions.

Achievements to Date

United Kingdom DXS is currently used by 20,000 GPs (the company has access to approximately 50% of all UK general practitioners), 14,000 nurses and 2,200 retail pharmacies in the UK, with a further 7,000 to be installed. The UK generates £1 million p.a., with growth potential in the primary care, secondary care and retail pharmacy markets. The Company achieved this by securing software integration agreements, which directly introduced the DXS knowledge solution into the workflow of the healthcare providers’ Electronic Patient Record systems. The distributors of these EPR systems include Healthy, Seetec, Microtest, iSOFT, InPS and Cegedim Rx. Many of the world’s leading pharmaceutical companies now recognise the DXS system benefits and DXS pharma clients include Pfizer, Eli Lilly,Boehringer Ingelheim and Reckitt Benckiser.

part 1: summary

11

The first advertising sale from a “non pharma” source has been secured. This is to promote MRI scanning facilities throughout the UK.

Spain

Distribution to Spain is being undertaken by a venture involving a Spanish partner, Medigest, a medical publisher who currently operate in the pharma and primary care sectors.

Mexico

DXS, together with two consulting companies operating in the healthcare sector, Virtuamedic and Milk Media, have begun the distribution and advertising sales in Mexico.

Italy

DXS has recruited the services of a consultancy with a brief to focus on the primary care market to conduct the R&D in Italy. The Italian product is in progress and discussions have begun with a prospective EPR partner.

South Africa

Although by international standards South Africa is a small market in terms of size and revenue, Johnnic Communications, a ZAR 4.5bn publisher, has taken an exclusive licence to market DXS as its sole electronic publishing solution for its healthcare publishing business in South African. The Netcare hospital group have requested the DXS system to be integrated into their new SAP HIS system.

Competition

Principal competitors in the clinical and drug information market are Reed Elsevier, Wolters Kluwer, First DataBank (a subsidiary of the Hearst Corporation), Micromedex (a Thomson Corporation company), UpToDate and ePocrates. The remainder of the competition stems from small, specialised providers of drug or clinical information. Traditionally, due to the complexity of medicine, the main consumers of medical information have sourced their content from a range of specialist content providers. Consequently, no single content publisher could claim to dominate the market. However, since evidence is now strong that new-generation CDS systems have real benefits and are in strong demand, it is likely that competitors are

all involved in urgent efforts to provide fully integrated solutions. This said, DXS has a significant competitive advantage.

While it is possible that a competitor may seek to attack DXS’s position, the Directors believe that the technological lead is such that competitors are more likely to seek to acquire the Company rather than attack it.

Research and Development

The DXS system has taken over six years of continuous development, undertaken by the Digihealth team in SA at a total cost of some £3.7m. The intellectual property, which resides in Digihealth, has been exclusively licensed to the company which holds the worldwide rights, at £12,000 p.m. The licence is for an indefinite term and the Company has the option to acquire the Intellectual Property outright for the principal sum of £1m. This option is exercisable by the Company for a 5 year period, due to expire on 16 July 2012.

Financial Condition

DXS International plc was incorporated in June 2007 as a holding company and has not yet completed its first trading year. The results for DXS (UK) Ltd, the Company’s trading subsidiary are set out in Part 5. A pro-forma Group balance sheet is also set out in Part 5. The trading performance of DXS (UK) Limited, which excludes trading activity in South Africa which was undertaken by a separate company and will now be included in the Group, is summarised as follows:

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Trading and Prospects

The core business of the Company is stable with the potential for steady growth. The current period is up on the equivalent period in the preceding year. One key growth area is the retail pharmacy sector, which is expected to generate significant additional revenues when fully rolled out. In addition, the Company is capitalising on the global healthcare growth opportunities by expanding internationally. This is anticipated to generate an additional £400,000 revenue in the next twelve months building on the current foundations in place and growth into new territories, the Company has a target of £9.5 million turnover in three years with profits in excess of £3 million. To achieve this, the Company will need to reach 90,000 GPs, 9,000 Retail Pharmacies and 400 hospitals. This represents accessing 1.1%, 1.5% and 0.8% respectively of these markets globally. The Company has already achieved 22% of its GP target and 25% of the Retail Pharmacy market.

Capital Resources

Following an extensive reconstruction of the original DXS group, the Company undertook a private placing which raised a gross amount of £467,000.

Directors

The Directors of the Company are:

Robert Sutcliffe (58) -Non-Executive ChairmanBob Sutcliffe is a Chartered Accountant who has strong financial and leadership skills, developed in both public

and private sectors. His roles have included Finance Director, Commercial Director, Managing Director, Chief Executive and Chairman. More recently he has used his experience as an interim executive, managing change processes and turnaround.

David Immelman (52) – Founder & CEODavid is the founder of DXS. An entrepreneur by nature, David has initiated a number of businesses in the information, technology and communication (ITC) sector. He was a founding member a diverse South African communication group with range of media subsidiaries and holdings. David was a prominent member of the management team that grew the company from 10 to 200 employees over a four year period. For the past 7 years, David has dedicated himself to building DXS.

John Abeln BSc (57) – Business Development DirectorJohn has a BSc degree from California State University in Northridge and a Masters degree in Business Administration from St Thomas University in Minnesota. With extensive experience in healthcare technology and content distribution globally, John heads up DXS’ international business development.

Dr Steven Bauer CIM (34) – Sales Director (General Manager UK)Following his various Sales Management roles, Steven joined DXS at its inception. Steven trained in the life sciences, is a holder of the CIM Professional Post-graduate Diploma in Marketing and Pharma Mini-MBA, and manages the UK business. Steven has built DXS UK from zero to where it is today, including relationships

Profit and Loss AccountFor the years ended 30th June

2005 2006 2007

£ £ £Turnover 1,056,684 1,002,354 918,102

Gross Profit 436,642 329,042 563,200

Operating loss (225,679) (831,917) (42,360)

loan obligation Waived 0 0 1,250,073

Profit/(loss) on ordinary activities before interest (225,679) (831,917) 1,207,713

Profit/(loss) on ordinary activities before taxation (245,285) (856,708) 1,191,628

The results cover a period during which the DXS product offering has been developed. The directors believe that access to further funding will enable it to enhance its revenues in new and existing markets.

part 1: summary

13

with clinical system suppliers, content providers and all the UK revenue. Steven brings significant experience in pharmaceutical promotion and electronic media to the DXS group

Corporate Governance

The Directors intend, where practicable for a company of its size and nature, to comply with the Combined Code; however, due to the size of the Group and the number of its employees, the Directors acknowledge certain provisions of the Combined Code will not be immediately adhered to, and perhaps never.

The Directors have established terms of reference for both audit and remuneration committees. The audit committee, chaired by Mr Sutcliffe, has primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The remuneration committee, chaired by Mr Sutcliffe, determines the terms and conditions of service, including the remuneration and grant of options to executive Directors and management under any future share option schemes and arrangements adopted by the Company.

The Company has adopted a code of directors’ dealings appropriate for a company whose shares are admitted to trading on the PLUS-quoted market and will take all reasonable steps to ensure compliance by the Directors and any relevant individuals. The form of this code is substantially the same as the Model Code on share dealings contained in Annex 1 to Chapter 9 of the Listing Rules issued by the Financial Services Authority.

Dissemination of Regulatory News

The Company has undertaken to enter into appropriate arrangements with one or more Primary Information Providers approved by the Financial Services Authority to disseminate regulatory information to the market. This information is currently distributed by Bloomberg, Thomson Financial, Reuters, Telekurs, ADVFN and FT Interactive Data Europe. It is also available to private investors through the Internet at www.plusmarketsgroup.com and via other licensed Internet vendors.

Taxation

The Company has applied for and received confirmation from HM Revenue & Customs that it is a qualifying company for the purposes of the Enterprise Investment Scheme. The benefits of investing under the Enterprise Investment Scheme are set out in Part 6 of this Document.

Foreign Securities’ Regulations

Potential investors should note that the Offer Shares will not be registered under the United States Securities Act of 1933 (“the Securities Act”) and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. An investor who is in the US or otherwise a US person (as defined in Regulation S under the Securities Act), must confirm that he falls within a relevant exemption and that he will not offer or sell Offer Shares within the United States except in accordance with applicable exemptions.

Reasons for the Offer and Use of Proceeds

The Company is currently in the process of duplicating its tried and tested UK business model internationally where revenue is anticipated to flow in the next twelve months, which would take the group to breakeven during 2008. Following the Private Placing the Group now seeks to raise an additional £500,000 to be applied as follows (assuming full subscription):

Cost of capital raising and Admission to PLUS Markets

£ 120,000

Additional working capital £ 112,000

Costs of expansion into overseas territories

£ 268,000

Admission of the Ordinary Shares to PLUS Market is expected by the Directors to increase public awareness and trade recognition of the Company and its products and services, and to raise the profile and status of the Company with customers, suppliers, investors, governmental authorities and other potential users of the DXS system overseas.

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Terms and Conditions of the Offer

1,785,715 Ordinary Shares are being offered for subscription by the Company at 28p per share, to raise up to approximately £500,000 before expenses. The net proceeds after deducting the expenses of the Offer are estimated to be £410,000 (assuming full subscription). The Ordinary Shares now being offered for subscription represent approximately 7.45 percent of the enlarged issued share capital. At the Offer Price the Company is expected to have a market capitalisation of approximately £6,700,000.

The Offer is not being underwritten or guaranteed and is not conditional on acceptance of an application by PLUS Markets.

The Offer is subject to the terms of the Offer set out in Part 8

Minimum Subscription

In the opinion of the Directors the minimum gross amount which must be raised pursuant to the Offer is £112,000.

Share Options, Incentives and Further Issues of Shares

The Company intends to adopt a management incentive share option scheme and to grant options under the scheme to recruit/retain/reward directors and key staff. It is proposed to grant options up to 15% of the ordinary issued share capital. Any such scheme will be put before shareholders in general meeting prior to adoption. Mr Sutcliffe has been granted an option to subscribe for up to 250,000 new shares in the Company at 20 pence each

Dilution

If the maximum possible number of options are granted as described above and are fully exercised, the interests of public shareholders pursuant to the current Offer for Subscription, if fully subscribed, would be diluted, from 7.45% to 6.28%.

Working Capital

In the opinion of the Directors having made due and careful enquires and taking into account the minimum subscription requirement of £112,000 the Company

will have sufficient working capital for its present requirements for the next 12 months from the date of Admission.

Dividend Policy

The Directors have no stated policy of the distribution of net earnings but intend to develop a policy commensurate with the performance of the Company. Unlisted Investment

The Ordinary Shares are not included in the official UK list and are not admitted to trading on a “recognised stock exchange” (which does not include the PLUS-quoted market). Notwithstanding the fact that no application has been made for the ordinary shares to be admitted to the PLUS-quoted market, there is no assurance that an active trading market for the Ordinary Shares will develop or be sustained following their admission to the PLUS-quoted market. If an active trading market is not developed or maintained, the liquidity and trading price of the Ordinary Shares could be adversely affected. In addition, there is no guarantee that the Company’s application to PLUS Markets plc for its Ordinary Shares to be traded will be successful. Acceptance of the Company’s application to, and continued admission to trading on the PLUS-quoted market are entirely at the discretion of PLUS Markets plc.

PLUS Market and CREST

Any individual wishing to buy or sell securities, which are traded through the PLUS Market, must trade through a stockbroker (being a member of the PLUS Market and authorised and regulated by the FSA) as the market’s facilities are not available directly to the public.

The Company’s Articles of Association permit it to issue shares and securities in uncertificated form. Application will be made for all of the issued and to be issued Ordinary Shares to be eligible for admission to CREST with effect from admission of the Ordinary Shares to trading on the PLUS Market. Accordingly, settlement of transactions in Ordinary Shares following admission to trading on the PLUS Market may take place in CREST if the relevant shareholders so wish.

Risk Factors

An investment in the Company may not be suitable for all recipients of this document. Accordingly, investors

part 1: summary

15

are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000.

General Risks

An investment in the Ordinary Shares is subject to a number of risks. Accordingly, prospective investors should consider carefully the risks attaching to the Company prior to making any investment decision.

The Company is not currently listed on a market and therefore it may be difficult for an investor to realise his investment and he may receive less than the amount paid for it and, as such, the Ordinary Shares should not be considered suitable as a short term investment. Investment in unquoted shares carries a higher degree of risk than an investment in shares quoted on the Official List.

Investors must be prepared to take a medium to long-term view of their investment. Substantial movement in the price of shares should not be expected until sufficient time has elapsed for the Company to demonstrate its ability to achieve its projections.

Risks Relating to the Company and its Business

In addition to the other relevant information available to investors, the Directors consider the following risk factors to be of particular relevance to the Company’s activities and to any investment in the Company. It should be noted that this list is not exhaustive and that other risk factors may apply.

Operating History. Although the management is experienced, the Company has a short trading history in this marketplace upon which an evaluation of the Company and its prospects can be based. The Company’s business must also be considered in light of the risks, expenses and problems frequently encountered by companies at an early stage of development. Failure to achieve predicted quantities of DXS contracts and slower development of additional revenue streams such as advertising may result in revenues growing more slowly than anticipated.

Ability to Generate Revenues. The business, while operating for the past six years, is at an early stage of revenue generation and as a result, aspects of its business strategy are not proven. At this stage the company cannot with certainty say that it will penetrate

the Secondary Care market segment to the extent it has projected. Nor, can it with certainty predict it will achieve the penetration and critical mass required in the Primary Care segment overseas to attract the extent of promotional or advertising revenues upon which its revenue projections are based. Further, even if the Company is able to generate a sufficient number of hospital contracts as well as the required penetration in the Primary Care segment, the value and profitability of those contracts may not be sufficient to ensure the long-term well-being of the Company’s international business strategy.

Competition. So far as the directors are aware the Company currently has no direct competitors. However, medical publishing world-wide is a substantial activity and it is possible that a larger and better funded competitor may seek to attack DXS’s market position.

Forward-looking Statements. Certain statements in this Document may constitute forward-looking statements relating to such matters as projected financial performance, business prospects, new products, services and similar matters. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements.

Dependence on Amount Raised. Investors should note that if the Offer is not fully subscribed, the Company will be unable to carry out its business plan in full. In particular, the new company development activities referred to under, ‘Company Strategy’ and ‘Trading and Prospects’ and ‘Reasons for the Offer’ will be scaled back appropriately, as will the hiring of the personnel referred to in the relevant sections. Accordingly, the Company’s revenue growth and profitability may be adversely affected and it may be forced to seek further funding which may not be on commercially advantageous terms or may result in the issue of Ordinary Shares by the Company at a price lower than the Offer price.

part 2:riskfactors

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Prospective investors should consider carefully all the information in this document including the risks described below. The risks and uncertainties described below are the material risk factors facing the Group and which are currently known to the Directors. These risks and uncertainties are not the only ones facing the Group and additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on the Group’s business, results of operations or financial condition. If any or a combination of the following risks materialise, the Group’s business, financial condition, operational performance and share price could be materially and adversely affected to the detriment of the Group and its shareholders.

For the avoidance of doubt none of the risk factors detailed below seeks to qualify the working capital statement set out in paragraph 8 of Part 7 of this document.

An investment in the Company may not be suitable for all recipients of this document. Accordingly, investors are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000.

General Risks

An investment in the Ordinary Shares is subject to a number of risks. Accordingly, prospective investors should consider carefully the risks attaching to the Company prior to making any investment decision.

The Company is not currently listed on a market and therefore it may be difficult for an investor to realise his investment and he may receive less than the amount paid for it and, as such, the Ordinary Shares should not be considered suitable as a short term investment. Investment in unquoted shares carries a higher degree of risk than an investment in shares quoted on the Official List. Investors must be prepared to take a medium to long-term view of their investment. Substantial movement in the price of shares should not be expected until sufficient time has elapsed for the Company to demonstrate its ability to achieve its projections.

An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result from the investment. Prospective investors

part 2:riskfactors

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should therefore consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 before investing.

A prospective investor should consider with care whether an investment in the Company is suitable for him in the light of his personal circumstances and the financial resources available to him.

Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company’s shares will occur or that the trading objectives of the Company will be achieved. Investors may not get back the full amount initially invested.

The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future.

Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws, regulation and other factors can substantially and adversely affect equity investments and the Company’s prospects.

Tax relief available under the Enterprise Investment scheme requires shares to be held for more than three years.

Risks Relating to the Company and its Business

In addition to the other relevant information available to investors, the Directors consider the following risk factors to be of particular relevance to the Company’s activities and to any investment in the Company. It should be noted that this list is not exhaustive and that

other risk factors may apply.

Operating History. Although the management is experienced, the Company has a short trading history in this marketplace upon which an evaluation of the Company and its prospects can be based. The Company’s business must also be considered in light of the risks, expenses and problems frequently encountered by companies at an early stage of development. Failure to achieve predicted quantities of DXS contracts and slower development of additional revenue streams such as advertising may result in revenues growing more slowly than anticipated.

Ability to Generate Revenues. The business, while operating for the past six years, is at an early stage of revenue generation and as a result, aspects of its business strategy are not proven. At this stage the company cannot with certainty say that it will penetrate the Secondary Care market segment to the extent it has projected. Nor, can it with certainty predict it will achieve the penetration and critical mass required in the Primary Care segment overseas to attract the extent of promotional or advertising revenues upon which its revenue projections are based. Further, even if the Company is able to generate a sufficient number of hospital contracts as well as the required penetration in the Primary Care segment, the value and profitability of those contracts may not be sufficient to ensure the long-term well-being of the Company’s international business strategy.

Competition. So far as the directors are aware the Company currently has no direct competitors. However, medical publishing world-wide is a substantial activity and it is possible that a larger and better funded competitor may seek to attack DXS’s market position.

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Forward-looking Statements. Certain statements in this Document may constitute forward-looking statements relating to such matters as projected financial performance, business prospects, new products, services and similar matters. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements.

Dependence on Amount Raised. Investors should note that if the Offer is not fully subscribed, the Company will be unable to carry out its business plan in full. In particular, the new company development activities referred to under, ‘Company Strategy’ and ‘Trading and Prospects’ and ‘Reasons for the Offer’ will be scaled back appropriately, as will the hiring of the personnel referred to in the relevant sections. Accordingly, the Company’s revenue growth and profitability may be adversely affected and it may be forced to seek further funding which may not be on commercially advantageous terms or may result in the issue of Ordinary Shares by the Company at a price lower than the Offer price.

Dependence on Directors. The Company’s ability to be a successful and profitable company depends, to a significant extent, on the continued service of its directors. The loss of service of one or more of these key employees could materially and adversely affect the Company’s business and prospects.

Valuation of the Shares. The Company valuation inherent in the subscription price under the Offer has been based on the projected earnings of the Company and future prospects of the business. The Company believes that, with the experience of the management team and the positioning of the Company’s market services, this represents a fair valuation for the

business. There can be no guarantee that the Shares will be able to achieve or maintain this valuation.

Trading Risks. In the projections the company relies on doing business in jurisdictions outside the UK which may present risk due to established and entrenched competitors and difficulties in developing products and services that are tailored to the needs of local customers.

Also, a lack of local acceptance or knowledge of the company’s products and services, lack of recognition of the company’s brands and exposure to varying legal standards and foreign currency exchange rates and exchange controls may present additional risk.

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Introduction

Established in 2007 as a holding company, DXS International plc owns its trading subsidiary DXS (UK) Ltd (trading since 2002), which has developed and distributes the Company’s proprietary information publishing software and content solution service to healthcare professionals in the UK. The Company has raised a gross amount of £467,000 in a private placing which has reduced the pressure on its balance sheet and is now seeking the capital required to expand its activities into overseas territories and working capital for the existing UK business.

Principal Activities

The complete service solution package known as DXS supplies up to date information to doctors, nurses, and pharmacists about medical conditions, the currently available treatments, drugs, hospital and treatment centre facilities and capabilities, as well as a comprehensive range of information that can be printed out to help educate patients.

The DXS service solution is installed at GP practices, retail pharmacies and hospitals. The DXS software is integrated into and interacts with electronic patient record systems, enabling doctors to view the latest research relating to an individual patient’s medical condition, available treatments, and view the different drugs available, all during the patient encounter. The value of the DXS system is that it enjoys a prominent position on the Healthcare Professional’s desktop and is able to influence daily decisions regarding the huge healthcare spend. This influential position is attractive to healthcare stakeholders such as Health Authorities, Drug Companies, and Healthcare Service Providers, all with a desire to steer their spend in a particular direction.

DXS (UK) Ltd has been operating since 2001 and commenced trading in 2002. It has already achieved a critical mass within the UK healthcare arena to create a significant barrier to entry with which to ward off potential future competitors.

DXS International plc is currently in the process of duplicating its successful UK business model in new international markets where revenue is projected to flow in the next twelve months and be sufficient to cover the increased investment in these territories, taking the group to breakeven during 2008. To

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facilitate this roll-out DXS International plc is currently looking to raise up to £500,000 under this Offer.

Market Overview

Industry Overview

In healthcare, improved decision-making translates into benefits in terms of both treatment results and cost savings. The Company’s research shows that Clinical Decision Support (CDS) systems provided to healthcare professionals influence their decision making process. However, the current methods used to distribute content on diseases, procedures, drugs, devices, materials and services include many different media formats; journals, reps and the web are all currently used, creating an information quagmire. A healthcare professional survey indicated an overwhelming support for a ‘one-stop-shop’ – a single place with a ‘less is more’ quality approach for finding accurate reliable information fast.

Pharmaceutical companies currently collectively spend billions of pounds promoting their products to influence the decision making of healthcare professionals. The problem is that until now there has not been the ability for these companies to interactively influence the decision making process for prescriptive medicine at the point of sale. It is this specific business opportunity that DXS has been established to address.

The Business Opportunity

The move away from paper to Electronic Patient Records (EPR) has resulted in increasing numbers of healthcare professionals using computers during the patient encounter. This provides the ideal opportunity to integrate CDS into the professional’s workflow and intelligently present information which is relevant to the patient’s condition. It is during the patient/provider consultation that many important treatment decisions are made. These decisions translate into treatment choices which drive billions of pounds in healthcare spend. Decisions such as drugs, tests and procedures required are made within an average ten minute consultation window. DXS has been created to place content into the workflow and present relevant information to the healthcare professional when they need it most – during the patient encounter and relevant to the patient’s condition.

DXS can integrate into most EPR systems, thereby presenting daily updated, accurate information,

relevant to a patient’s condition, on diseases, procedures and drugs for both patient and provider. DXS’s information targets the patient and professional, and covers categories such as patient education, travel information, treatment guidelines, news, drug information, support groups and more. This happens via the provider’s desktop computer during the patient/provider encounter. DXS’s ultimate power and value lies in its ability to influence the method of treatment and the spend decision in a particular direction.

Company Strategy

There are three markets within the healthcare sector targeted for DXS.

Primary Care (GPs and nurses) – The strategy adopted here is the DXS “Land Grab”. This means getting DXS to a critical mass of users quickly via the DXS integration strategy. This is based on securing integration contracts with the growing markets of EPR vendors active in the company’s targeted territories. This translates into DXS gaining immediate access to the vendor company’s existing customer base. For the vendors, the integration of DXS into their existing product is a no cost value-added proposition. Not only does this enhance the EPR offering, they also benefit from a share in the revenue generated by DXS. In addition, this strategy creates a firm barrier to entry with which to ward off potential competition. The service is usually free to the professional, is supported by pharmaceutical sponsorship and usually targets the Primary Care market sector. In this sector there are three key components to success:

Build the DXS version for that territory: Source content, import into the DXS database, map the content to diagnosis/procedure codes, if necessary translate the user interface and distribute a user front end.

Secure EPR contracts: Secure first EPR contracts, integrate DXS and distribute DXS to the EPR customer base.

Secure sponsorship: Call on Pharmaceuticals and sell advertising from day one – link pricing to number of users.

This strategy, which was successfully implemented in the UK, is being replicated in new territories. Using the lessons learned in the UK it is hoped that the growth

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curve can be accelerated in new territories.

Retail Pharmacy – This follows a similar strategy to primary care but differs in that it may be a combination of subscriptions and sponsorship.

Secondary Care – A slower process is selling DXS to hospitals, either integrated with HIS (hospital information systems) or standalone with revenue based on annual subscriptions.

Achievements to Date

United Kingdom

The first market entered was the UK. The rationale was that success in a highly regulated market would demonstrate a credible solution which would be acceptable globally. DXS is currently used by 20,000 GPs (the company has access to approximately 50% of all UK general practitioners), 14,000 nurses and 2,200 retail pharmacies in the UK, with a further 7,000 to be installed. The UK generates £1 million p.a., with growth potential in the primary care, secondary care and retail pharmacy markets.

The Company achieved this by securing software integration agreements, which directly introduced the DXS knowledge solution into the workflow of the healthcare providers’ Electronic Patient Record systems. The distributors of these EPR systems include Healthy, Seetec, Microtest, iSOFT, InPS and Cegedim Rx.

Many of the world’s leading pharmaceutical companies now recognise the DXS system benefits and DXS pharma clients include Pfizer, Eli Lilly,Boehringer Ingelheim and Reckitt Benckiser.

The first advertising sale from a “non pharma” source has been secured. This is to promote MRI scanning facilities throughout the UK. The potential for growth with other healthcare stakeholders such as hospitals, health insurers etc. is significant

Spain

Distribution to Spain is being undertaken by a venture involving a Spanish partner, Medigest, a medical publisher who currently operate in the pharma and primary care sectors. DXS is being integrated with the Medigest product AXON, a Spanish EPR system, used by physicians in Spain. Distribution of DXS to these

users is anticipated to begin in the second quarter of 2008.

Mexico

DXS, together with two consulting companies operating in the healthcare sector, Virtuamedic and Milk Media, have begun the distribution and advertising sales in Mexico. The first installs are complete and full scale rollout via the integration with ARMED, a Mexican EPR with doctors, is anticipated in the second quarter of 2008.

Italy

DXS has recruited the services of a consultancy with a brief to focus on the primary care market to conduct the R&D in Italy. The Italian product is in progress and discussions have begun with a prospective EPR partner.

South Africa

Although by international standards South Africa is a small market in terms of size and revenue, Johnnic Communications, a ZAR 4.5bn publisher, has taken an exclusive licence to market DXS as its sole electronic publishing solution for its healthcare publishing business in South Africa. The Netcare hospital group have requested the DXS system to be integrated into their new SAP HIS system.

Success of the Product

These are extracts from some of the comments DXS have received back from doctors using the system:

“We like it. In particular, the patient leaflets, and the support groups listing. The full medicine and data sheet drug resource is also useful especially with the ability to prescribe from within DXS.”University of Sussex Health Centre

“I’ve ensured we have the DXS system in house and I’ve managed to convert the Travel Vaccine Nurse - as she thinks the travel clinic stuff is fantastic. As regards my use of the system I’ve seen 15 people today and given 12 of them a print off with their prescription.”Dr Ronnie Lowe, Fishergate Hill Surgery

“We are using DXS without problems and all the clinicians love it.”Dr R Mee,

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“We are using it and I love it”Dr Jonathan Hayward

“We are very happy with our DXS”Dr Jonathan Millar

“With the integrated version it only takes a couple of clicks to gain access to the specific evidence you want”Dr David Matthews,

Effectiveness of the DXS Product

DXS together with various UK drug companies have conducted return-on-promotion-investment research (shown in table the below) which shows that physicians who use DXS prescribe significantly higher quantities of the drugs promoted via DXS.

DXS - ROI RESEARCH RESULTS

Product Term of Test % Increase in Sales

Increase inRevenue % ROI

Pariet 9 Months 0.69% £109 363.95 102.53%

NiQuitin 14 Months 2.73% £1 471 331.40 2575.86%

Cialis 6 Months 3.10% £132 213.89 486.80%

Mucodyne 10 Months 28.00% £92 931.82 181.59%

Qvar 10 Months 6.20% £344 071.31 546.39%

It is also important to understand that the promotion slot usage is flexible. A range of other healthcare players, besides drug companies, can use this functionality to communicate vital information to system users. One example is health authorities wanting to promote the use of generic drugs.

The healthcare professional usage of the DXS system has been extensive. With the critical mass already achieved and the statistics shown above, the Company is now in a position to further increase the revenues generated from advertising within the UK.

part 3: information relating to the company

Technical Information

The DXS Product

DXS is an information system designed to provide up to date information to doctors, nurses, and pharmacists. It does this by integrating (the four windows circled in yellow) with existing electronic patient record systems, producing a menu of available information to the healthcare professional as illustrated below.

Continued medicaleducation, medicalresearch, news andtreatment guidelines

Directory ofmedical services

Comprehensive medicine information

Patient information on diseases,

procedures and travel

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Once the healthcare professional selects the patient record and enters a diagnosis, the DXS system immediately updates the four DXS information windows to provide information relevant to that particular diagnosis. All the user needs to do is to click on any of the four windows to view information that is available and relevant to the selected diagnosis and or procedure.

The Technology

The DXS technology is easy to use and addresses the needs of the healthcare publishing sector. This was illustrated when Johnnic Communications, one of the largest publishers in South Africa (Sunday Times, Mims and many others), chose DXS as their healthcare e-publishing solution. The DXS team have worked extensively on developing the system so that it integrates seamlessly with existing EPR systems. The development, subsequent deployment and continual update of content for such technology provides a significant barrier to entry, especially when taking into account the critical mass DXS has already achieved within the UK healthcare arena. The DXS technology has taken over six years and £3.7m to develop. Simplified, the system consists of six primary components. These are:

An advanced electronic content management system, comprising five interlocking software engines, which is populated with the world’s most up-to-date and relevant medical knowledge and information available today. Clinical decision support knowledge and information – provided by many of the world’s pre-eminent medical institutions and publishers is organised and linked to clinical conditions within the framework of the international

coding standards (ICD9, ICD10 or Snomed). In terms of content alone, the system contains about 1.9 million clinical reference linkages for the UK product alone which have taken about 100,000 expert person-hours to code and complete. Content is not static but is continually updated and clinically linked on an ongoing basis;

A front-end database and ‘fat’ (standalone or networked personal computer version) or ‘thin’ (ASP or Internet/Intranet compatible version) client application, providing access to the content via a user-friendly interface. This system automatically connects to the main server for a few minutes daily to synchronise content changes and updates. DXS provides value in its ability to accept multiple forms and types of data, to standardise this data based on controlled medical vocabularies, to apply knowledge in a patient-specific context and then to deliver to clinicians the right information at the right time, in the right format, at the right location. DXS encompasses a flexible content search engine underpinned by separate but related databases containing Patient Education, Medicines, Medical Updates and Service Information;A user management engine which provides visibility of the use of the content by healthcare providers;

A replication system which ensures that content can be accessed off-line but still be updated daily;

Integration toolkits which allow for efficient integration into host software and third-party system environments (as Electronic Health Records); and

A stand-alone non integrated application.

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The synchronisation up-date ‘engine’ can be scaled out to support multiple servers spread across geographical territories to reduce load, or publish content into private networks. Here it is important to note that the end-user database supports Firebird (freeware), Borland InterBase or Microsoft SQL Server; because the synchronisation up-date ‘engine’ transfers data in a proprietary format, the technology is able to update an end-user database regardless of what database server they are running. This feature offers many choices for the end-user and accommodates both the small private practices and larger healthcare organisations.

Content

DXS has content relationships with many of the major international publishers. These include GSM, EMIS, Multicolor, VHM, BMJ, Cochrane and Medigest. DXS has also created a proprietary drug database which is currently being distributed to doctors as part of the

system in the UK. DXS versions have been created for UK, Spain, Mexico and South Africa, with Italy in progress. Much work has been completed for the US product. DXS clinical specialists have mapped over 1.9 million links in the UK alone, between content, and diagnostic and procedure codes.

Business Model

Revenue Streams

DXS generates recurring revenues from two primary sources. These are:

Promotion Income; andSubscriptions.

part 3: information relating to the company

Market Sector Revenue Type Customer

Primary Care GPs & Nurse

SUBSCRIPTION

Health AuthoritiesHospital ProfessionalEMR Vendors

Secondary Care Specialists GPs & Nurses

Retail Pharmacy PharmacistsPROMOTION Health Authorities

RegulatorsPharmaceuticalDevice/Equipments SuppliersDrug wholesalersComplimentary medicineContent sales

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The Promotion income model works as follows:

Each diagnosis made by a physician represents a potential advertising slot. In the example below, the physician will have entered a particular diagnosis (smoking cessation), and the drug Nicorette is instantly displayed as a potential treatment for this diagnosis. When clicking this window the provider is taken to e-detailing information on this product. The Nicorette advertiser would have bought this specific diagnosis slot.

DXS contains a vast number of diagnoses and each represents the possibility for a different advertising slot.

Competition

Principal competitors in the clinical and drug information market are Reed Elsevier, Wolters Kluwer, First DataBank (a subsidiary of the Hearst Corporation), Micromedex (a Thomson Corporation company), UpToDate and ePocrates. The remainder of the competition stems from small, specialised providers of drug or clinical information. Traditionally, due to the complexity of medicine, the main consumers of medical information have sourced their content from a range of specialist content providers. Consequently, no single content publisher could claim to dominate the market. However, since evidence is now strong that new-generation CDS systems have real benefits and are in strong demand, it is likely that competitors are all involved in urgent efforts to provide fully integrated solutions. This said, DXS has a significant competitive advantage due to the following:

DXS has created a ‘content independent’ or ‘content agnostic’ application which enables clients to cherry pick preferred content;

DXS’ main competitors have mostly developed technology around their own proprietary content which limits their ability to provide an unbiased product; and

DXS provides localised country specific information, both in language and in content

Recent market research into demand for clinical knowledge and information among both clinicians and hospital administrators showed a clear need for a single electronic source – a channel where multiple content providers can share a single platform. The same survey showed that the two most important decision-makers when it comes to hospital purchases, i.e. the Chief Medical Officer (CMO) and the Chief Information Officer (CIO), both indicated overwhelmingly that they would prefer the ‘one-stop-shop’ option if offered to them.

The Company has not identified competitors with an identical offering to the DXS system which leads the Company to believe that it has a competitive window of opportunity. While it is possible that a competitor may seek to attack DXS’s position, the Directors believe

Promotional Opportunity

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Trading and Prospects

The core business of the Company is stable with the potential for steady growth. The current period is up on the equivalent period in the preceding year. One key growth area is the retail pharmacy sector, which is expected to generate significant additional revenues when fully rolled out. In addition, the Company is capitalising on the global healthcare growth opportunities by expanding internationally. This is anticipated to generate an additional £400,000 revenue in the next twelve months

Building on the current foundations in place and growth into new territories, the Company has a target of £9.5 million turnover in three years with profits in excess of £3 million. To achieve this, the Company will need to reach 90,000 GPs, 9,000 Retail Pharmacies and

400 hospitals. This represents accessing 1.1%, 1.5% and 0.8% respectively of these markets globally. The Company has already achieved 22% of its GP target and 25% of the Retail Pharmacy market.

Capital Resources

Following an extensive reconstruction of the original DXS group, the Company undertook a private placing which raised a gross amount of £467,000.

Directors and Senior Management

The Directors of the Company are:

Robert Sutcliffe (58) - Non-Executive ChairmanBob Sutcliffe is a Chartered Accountant who has strong financial and leadership skills, developed in both public

Profit and Loss AccountFor the years ended 30th June

2005 2006 2007

£ £ £Turnover 1,056,684 1,002,354 918,102

Gross Profit 436,642 329,042 563,200

Operating loss (225,679) (831,917) (42,360)

loan obligation Waived 0 0 1,250,073

Profit/(loss) on ordinary activities before interest (225,679) (831,917) 1,207,713

Profit/(loss) on ordinary activities before taxation (245,285) (856,708) 1,191,628

The results cover a period during which the DXS product offering has been developed. The directors believe that access to further funding will enable it to enhance its revenues in new and existing markets.

part 3: information relating to the company

that the technological lead is such that competitors are more likely to seek to acquire the Company rather than attack it.

Research and Development

The DXS system has taken over six years of continuous development, undertaken by the Digihealth team in SA at a total cost of some £3.7m. The intellectual property, which resides in Digihealth, has been exclusively licensed to the company which holds the worldwide rights, at £12,000 p.m. The licence is for an indefinite term and the Company has the option to acquire the Intellectual Property outright for the principal sum of £1m. This option is exercisable by the Company for a 5 year period, due to expire on 16 July 2012.

Financial Condition

DXS International plc was incorporated in June 2007 as a holding company and has not yet completed its first trading year. The results for DXS (UK) Ltd, the Company’s trading subsidiary are set out in Part 5. A pro-forma Group balance sheet is also set out in Part 5. The trading performance of DXS (UK) Limited, which excludes trading activity in South Africa which was undertaken by a separate company and will now be included in the Group, is summarised as follows:

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and private sectors. His roles have included Finance Director, Commercial Director, Managing Director, Chief Executive and Chairman. More recently he has used his experience as an interim executive, managing change processes and turnaround.

David Immelman (52) – Founder & CEODavid is the founder of DXS. An entrepreneur by nature, David has initiated a number of businesses in the information, technology and communication (ITC) sector. He was a founding member a diverse South African communication group with range of media subsidiaries and holdings. David was a prominent member of the management team that grew the company from 10 to 200 employees over a four year period. For the past 7 years, David has dedicated himself to building DXS.John Abeln BSc (57) – Business Development DirectorJohn has a BSc degree from California State University in Northridge and a Masters degree in Business Administration from St Thomas University in Minnesota. With extensive experience in healthcare technology and content distribution globally, John heads up DXS’ international business development.

Dr Steven Bauer CIM (34) – Sales Director (General Manager UK)Following his various Sales Management roles, Steven joined DXS at its inception., Steven trained in the life sciences, is a holder of the CIM Professional Post-graduate Diploma in Marketing and Pharma Mini-MBA, and manages the UK business. Steven has built DXS UK from zero to where it is today, including relationships with clinical system suppliers, content providers and all the UK revenue. Steven brings significant experience in pharmaceutical promotion and electronic media to the DXS group

The Group’s other key Managers are:

Colin Morgan F.C.A, C.A.(SA), Comm (62) – CFOColin is a Chartered Accountant and has vast experience in a number of industrial sectors such as property, manufacturing, mobile telephones, computer software and support, and other sectors. The clients range in annual turnover from £21million to £150,000. He holds various directorships in healthcare and property sectors and has assisted companies and sole traders to manage and significantly improve their weak financial position by the introduction of strict financial controls.

Coenie Grundlingh BSc (55) – Operations Manager, SA BSc in Electrical Engineering and Graduate Diploma in Digital Engineering. Coenie has extensive Systems Engineering experience and contributes to DXS Product Development as well as Business Operations in Cape Town. His main responsibility in development is to ensure that the appropriate levels of system lifecycle methodologies are in place to deliver new or adapted systems with high predictability (functionality, timeline, quality). On the operations side he is responsible for structuring and managing a support team to ensure high business continuity. Coenie acquired his skill set over the past 20 years in various larger organizations like Armscor, Plessey and Dimension Data.

Audrey Robinson BComm (41) – Group Content Manager, SA Audrey holds Pharmacology and Bachelor of Commerce degrees. She has extensive clinical and management experience in the Pharmaceutical Industry, having worked for both Boots Pharmaceuticals and 3M Pharmaceuticals in South Africa. She is responsible with her team for all content internationally, and has been responsible for all the content which has been coded to date.

Corporate Governance

The Directors intend, where practicable for a company of its size and nature, to comply with the Combined Code; however, due to the size of the Group and the number of its employees, the Directors acknowledge certain provisions of the Combined Code will not be immediately adhered to, and perhaps never.

The Directors have established terms of reference for both audit and remuneration committees. The audit committee, chaired by Mr Sutcliffe, has primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The remuneration committee, chaired by Mr Sutcliffe, determines the terms and conditions of service, including the remuneration and grant of options to executive Directors and management under any future share option schemes and arrangements adopted by the Company.

The Company has adopted a code of directors’ dealings appropriate for a company whose shares are admitted

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to trading on the PLUS-quoted market and will take all reasonable steps to ensure compliance by the Directors and any relevant individuals. The form of this code is substantially the same as the Model Code on share dealings contained in Annex 1 to Chapter 9 of the Listing Rules issued by the Financial Services Authority.

Dissemination of Regulatory News

The Company has undertaken to enter into appropriate arrangements with one or more Primary Information Providers approved by the Financial Services Authority to disseminate regulatory information to the market. This information is currently distributed by Bloomberg, Thomson Financial, Reuters, Telekurs, ADVFN and FT Interactive Data Europe. It is also available to private investors through the Internet at www.plusmarketsgroup.com and via other licensed Internet vendors.

Taxation

The Company has applied for and received confirmation from HM Revenue & Customs that it is a qualifying company for the purposes of the Enterprise Investment Scheme. The benefits of investing under the Enterprise Investment Scheme are set out in Part 6 of this Document.

Foreign Securities’ Regulations

Potential investors should note that the Offer Shares will not be registered under the United States Securities Act of 1933 (“the Securities Act”) and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. An

investor who is in the US or otherwise a US person (as defined in Regulation S under the Securities Act), must confirm that he falls within a relevant exemption and that he will not offer or sell Offer Shares within the United States except in accordance with applicable exemptions.

An investor who is in Canada, Australia Japan, South Africa or the Republic of Ireland, must confirm that he falls within a relevant exemption and that he will not offer or sell Offer Shares within the Country except in accordance with applicable exemptions.

part 4: information relating to the ordinary shares and the offer

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Reasons for the Offer and Use of Proceeds

The Company is currently in the process of duplicating its tried and tested UK business model internationally where revenue is anticipated to flow in the next twelve months, which would take the group to breakeven during 2008. Following the Private Placing the Group now seeks to raise an additional £500,000 to be applied as follows (assuming full subscription):

Cost of capital raising and Admission to PLUS Markets £ 120,000

Additional working capital £ 112,000

Costs of expansion into overseas territories £ 268,000

Admission of the Ordinary Shares to PLUS Market is expected by the Directors to increase public awareness and trade recognition of the Company and its products and services, and to raise the profile and status of the Company with customers, suppliers, investors, governmental authorities and other potential users of the DXS system overseas.

Terms and Conditions of the Offer

1,785,715 Ordinary Shares are being offered for subscription by the Company at 28p per share, to raise up to approximately £500,000 before expenses. The net proceeds after deducting the expenses of the Offer are estimated to be £410,000 (assuming full subscription). The Ordinary Shares now being offered for subscription represent approximately 7.45 percent of the enlarged issued share capital. At the Offer Price the Company is expected to have a market capitalisation of approximately £6,700,000.

The Offer is not being underwritten or guaranteed and is not conditional on acceptance of an application by PLUS Markets.

The Offer is subject to the terms of the Offer set out in Part 8

Minimum Subscription

In the opinion of the Directors the minimum gross amount which must be raised pursuant to the Offer is £112,000.

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Minimum Application

Investors may apply for a minimum application of 5,000 Ordinary Shares and thereafter in multiples of 5,000 Ordinary Shares. Applications must be made on the Application Form and details for the procedure for application are set out below and in Part 7 of this document. The Directors reserve the right to reject in whole or part or to scale down any application.

The subscription list will open at 10.00 am 28 February 2008 and may be closed at any time thereafter but in any event no later than 5.00 pm on 4 April 2008, unless extended by the Directors.

Plan of Distribution and Allotment

Investors are required to remit a duly completed Application and subscription monies to SLC Registrars to arrive no later than 5.00 pm on 28 March 2008. Definitive share certificates for the Ordinary Shares are expected to be despatched to subscribers by 18 April 2008.

Admission to Trading and Dealing Arrangements

Application will be made for Admission in respect of the Ordinary Shares. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on 11 April 2008.

No application is being made for the Ordinary Shares to be admitted to listing or to be dealt in on any other exchange.

Directors’ Lock-in arrangements

Immediately following Admission, the Directors will be interested, in aggregate, in 4,596,668 Ordinary Shares representing approximately 19.26 percent of the enlarged issued share capital of the Company (assuming full subscription). Under the terms of a Lock-in Agreement, which is described more fully in paragraph 6(c) of Part 7 of this document, each Director has undertaken that, subject to certain exceptions, without the consent of City & Merchant Corporate Finance Limited, he will not sell or otherwise dispose of, or agree to dispose of, any of his interests in the Ordinary Shares held immediately following admission at any time prior to one year from admission to the PLUS Market.

Share Options, Incentives and Further Issues of Shares

The Company intends to adopt a management incentive share option scheme and to grant options under the scheme to recruit/retain/reward directors and key staff. It is proposed to grant options up to 15% of the ordinary issued share capital. Any such scheme will be put before shareholders in general meeting prior to adoption. Mr Sutcliffe has been granted an option to subscribe for 250,000 shares at 20 pence each, exercisable on or before 30th September 2008.

Dilution

If the maximum possible number of options are granted as described above and those fully exercised the interests of public shareholders pursuant to the current Offer for Subscription, if fully subscribed would be diluted, from 7.45% to 6.28%.

Working Capital

In the opinion of the Directors having made due and careful enquires and taking into account the minimum subscription requirement of £ 112,000 the Company will have sufficient working capital for its present requirements for the next 12 months from the date of this document.

Dividend Policy

The Directors have no stated policy of the distribution of net earnings but intend to develop a policy commensurate with the performance of the Company.

Unlisted Investment

The Ordinary Shares are not included in the official UK list and are not admitted to trading on a “recognised stock exchange” (which does not include the PLUS-quoted market). Notwithstanding the fact that an application will be made for the ordinary shares to be admitted to the PLUS-quoted market, there is no assurance that an active trading market for the Ordinary Shares will develop or be sustained following their admission to the PLUS-quoted market. If an active trading market is not developed or maintained, the liquidity and trading price of the Ordinary Shares could be adversely affected. In addition, there is no guarantee that the Company’s application to PLUS Markets plc for its Ordinary Shares to be traded will be

part 4: information relating to the ordinary shares and the offer

31

successful. Acceptance of the Company’s application to, and continued admission to trading on the PLUS-quoted market are entirely at the discretion of PLUS Markets plc.

PLUS Market and CREST

Any individual wishing to buy or sell securities, which are traded through the PLUS Market, must trade through a stockbroker (being a member of the PLUS Market and authorised and regulated by the FSA) as the market’s facilities are not available directly to the public.

The Company’s Articles of Association permit it to issue shares and securities in uncertificated form. Application will be made for all of the issued and to be issued Ordinary Shares to be eligible for admission to CREST with effect from admission of the Ordinary Shares to trading on the PLUS Market. Accordingly, settlement of transactions in Ordinary Shares following admission to trading on the PLUS Market may take place in CREST if the relevant shareholders so wish.

part 5:financial information relating to the group

32

PART A: Financial Information on DXS International plc

accountants’ report on financial information of dxs international plc

The DirectorsDXS International plcWarnford CourtThrogmorton StreetLondon, EC2N 2AT

The DirectorsCity & Merchant Corporate Finance LimitedWarnford CourtThrogmorton StreetLondon, EC2N 2AT

28 February 2008

Dear Sirs

DXS INTERNATIONAL PLC

We report on the financial information of DXS International plc (“the Company”) set out in part 5 of the PLUS Markets admission document dated 28 February 2008 (the “PLUS admission document”). This financial information has been prepared for inclusion in the PLUS admission document issued by the Company on the basis of the accounting policies set out on page 34 of the Plus admission document. This report is required by Appendix I of the PLUS Markets Rules for Issuers and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the financial information on the basis of preparation set out on page 34 of the PLUS admission document and in accordance with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”).

33

It is our responsibility to form an opinion on the financial information as to whether the financial information gives a true and fair view, for the purposes of the PLUS admission document, and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the financial information gives, for the purposes of the Plus admission document dated 28 February 2008, a true and fair view of the state of affairs of the Company as at the date stated and of its profit and cash flow for the period then ended in accordance with the basis of preparation set out in accordance with UK GAAP as described on page 34 of the PLUS admission document and has been prepared in a form that is consistent with the accounting policies as stated set out on page 34 of the PLUS admission document. The Company did not trade in the period.

Yours faithfully

HLB Vantis Audit plcReporting accountant

34

financial information on the company

Basis of Preparation

The financial information has been prepared in accordance with applicable United Kingdom Generally Accepted Accounting Practice and includes the financial transactions of the Company for the period from incorporation on 12 July 2007 to 31 August 2007. The Company did not trade in the period and has yet to prepare statutory financial statements. The financial information does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985.

HLB Vantis Audit plc, Chartered Accountants and Registered Auditors, have been appointed as the Company’s auditors. Responsibility

The financial information for the period ended 31 August 2007 is the responsibility of the Company’s directors . The directors have confirmed that the financial information has been prepared in accordance with the law applicable to the company and that they accept responsibility for it.

Principal accounting policies

The following accounting policies have been applied in dealing with items which are considered material in relation to the financial information of the Company.

Accounting convention

The financial statements are prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards.

Going concern

The company is currently in the process of seeking admission to PLUS Markets and raising additional equity funds thus enabling the group to continue trading on a going concern basis.

Investments

Shares in subsidiary undertakings are stated at cost less provision for impairment. Provision is made against investments where diminution in value is considered to be permanent.

Financial instruments

Equity financial instruments, namely those contracts that evidence a residual interest in the assets of the company after deducting all of its liabilities, are recognised in equity at their fair value, namely their issue price. Financial liabilities, including redeemable preference shares redeemable at the option of the holder, are recognised as liabilities at their fair value, namely the value of calls made and paid at the balance sheet date.

Profit and Loss Account

FOR THE PERIOD ENDED 31 AUGUST 2007

2007

£

Administrative expenses -

Other income -

Profit on ordinary activities before taxation -

Taxation -

Profit on ordinary activities after taxation -

There were no other recognised gains and losses in the period.

part 5: financial information relating to the group

35

Balance Sheet

FOR THE PERIOD ENDED 31 AUGUST 2007

2007

£

Fixed assets

Investments 2 2

Current assets

Cash at bank and in hand 12,500

12,500

Creditors: amounts falling due within one year 3 (12,502)

Net current liabilities (2)

Total assets less current liabilities -

Capital and reserves

Called up share capital 4 -

Profit and loss account -

Shareholders’ funds -

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part 5: financial information relating to the group

Cash Flow Statement

FOR THE PERIOD ENDED 31 AUGUST 2007

2007

£

Reconciliation of operating profit to net cashoutflow from operating activities

Operating profit -

Movement in debtors -

Movement in creditors -

Net cashflow from operating activities -

Net cash inflow from returns on investment and servicing of finance

Interest received -

-

Financing

Proceeds from issue of redeemable preference shares 12,500

Net cash inflow from financing 12,500

Increase in cash in the period

Cash at bank and in hand at beginning of period -

Cash at bank and in hand at end of period 12,500

Reconciliation of net cash flow to movement in net funds

Increase in cash in the period 12,500

Net funds at the beginning of the period -

Net funds at the end of the period 12,500

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Notes to the Financial Information

FOR THE PERIOD ENDED 31 AUGUST 2007

1. Taxation The Company has no corporation tax charge for the period.

2. Investments

Option to acquire the DXS system

software

Shares in Subsidiary

undertakings

£ £

Cost - -

Additions 1 1

At 31 August 2007 1 1

At 31 August 2007 the Company owned 100% of the issued share capital of DXS (UK) Limited, a company incorporated in the United Kingdom. The business of DXS (UK) Limited is the distribution, integration and maintenance of computer software. As at 30 June 2007 its aggregate capital and defecit on reserves was (£569,604) and its profit for the year was £1,191,628.

During the period the company acquired an option to acquire the DXS software for a consideration of £1, the option which expires on 17th July 2012 has an exercise price of £1,000,000.

3. Creditors: amounts falling due within one year

2007

£

Other creditors 2

Redeemable preference shares (see note 4) 12,500

12,502

The preference shares were redeemed on 2 October 2007 out of the proceeds of a fresh issue of ordinary shares, after the uncalled element of £37,500 had been called up and paid.

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Notes to the Financial Information

FOR THE PERIOD ENDED 31 AUGUST 2007 (continued)

4. Share capital

2007

£

Authorised

2,000,000,000 Ordinary shares of £0.0001 each 200,000

50,000 Redeemable preference shares of £1 each 50,000

Allotted and called up

100 Ordinary shares of £0.0001 each 0.01

50,000 Redeemable preference shares of £1 each (see note 3) – One quarter paid up 50,000

The Company was incorporated on 12 July 2007 with an issued share capital of £0.01 comprising two ordinary shares of £0.005 each.

5. Financial commitment and related party transactions The company is committed to making payments of £144,000 per year for an indefinite period to Digihealth (Pty) Limited in respect of licensed software. These obligations are being met by DXS (UK) Limited. If the option (see note 2) is exercised then no further payments will be made under these arrangements. Digihealth (Pty) Limited is associated with the company by virtue of D Immelman being a director and shareholder of both entities. 6. Contingent liabilities The Company had entered into a debenture to guarantee and indemnify City & Merchant Finance Limited for a facility it has made available to a group company. The debenture is secured on the assets of the Company. At 31st August 2007 the amount outstanding under the facility was £Nil. 7. Post balance sheet events

The £50,000 redeemable preference shares were fully paid up and redeemed at par on 2 October 2007out of the proceeds of a new issue of ordinary shares.

Following a reorganisation of ordinary share capital and further share issues the company currently has 18,570,443 0.33p ordinary shares issued and fully paid up and 109,221 0.33p ordinary shares issued but not yet fully paid up. Further details concerning share issues are set out in paragraph 2 of part 7 of this document.

part 5: financial information relating to the group

3�

Part B: Financial information on DXS (UK) Limited

The profit and loss accounts and balance sheets of DXS (UK) Ltd, the Company’s trading subsidiary, for the three years ended 30 June 2007 are set out below. That financial information does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985.Statutory accounts for the three years ended 30 June 2007 have been delivered to the registrar of companies.

The auditors have reported under section 235 of the Act on the statutory accounts for the year ended 30 June 2007. Their report was unqualified, but contained reference by way of emphasis of matter to the disclosures made by the company’s Directors on the company’s ability to continue as a going concern. The disclosure made by the directors was as follows:

“The parent company is currently in the process of seeking admision to PLUS Markets and raising additional Equity Funds. The raising of those funds will enable the group and the company to have sufficient funds to continue trading on a going concern basis.”

No reports were made by the auditors under section 235 of the Act for the two years ended 30 June 2006 as the company was entitled to, and took advantage of, audit exemption under the Act for those years.

Operating Results

Profit and Loss Account

Year ended 30th June

Notes Unaudited2005

Unaudited2006

Audited2007

£ £ £

Turnover 1,056,684 1,002,354 918,102

Cost of sales (620,042) (673,312) (354,902)

Gross profit 436,642 329,042 563,200

Administrative expenses (667,996) (1,160,959) (605,466)

Other operating income 5,675 0 (94)

Operating loss (225,679) (831,917) (42,360)

Exceptional item: Parent company loan obligation waived 1 0 0 1,250,073

Profit/(loss) on ordinary activities before interest (225,679) (831,917) 1,207,713

Other interest receivable and similarIncome 783 755 451

Interest payable and similar charges (20,389) (25,546) (16,536)

Profit/(loss) on ordinary activities before taxation (245,285) (856,708) 1,191,628

Tax on profit/(loss) on ordinary Activities 150,661 64,500 0

Profit/(loss) for the year (94,624) (792,208) 1,191,628

40

part 5: financial information relating to the group

Balance Sheet as at 30th June

Unaudited2005

Unaudited2006

Audited2007

£ £ £Fixed assets

Tangible assets 1,324 2,082 1,717

Current assets

Debtors 265,436 165,991 115,360

Cash at bank and in hand 11,656 8,497 12,949

277,092 128,309 174,488

Creditors: amounts falling due within one year (699,364) (572,147) (639,630)

Net current liabilities (420,948) (397,659) (511,321)

Total assets less current liabilities (395,577) (509,604)

Creditors: amounts falling due after more than one year (548,076) (1,365,655) (60,000)

(969,024) (1,761,232) (569,604)

Capital and reserves

Called up share capital 500 500 500

Profit and loss account (969,524) (1,761,732) (570,104)

Equity shareholders’ funds (969,024) (1,761,232) (569,604)

Notes

1. As part of the terms of the acquisition of DXS (UK) Limited, DXS (UK)’s then parent company waived the inter-company loan owed to it by DXS (UK).

41

Part C: Pro forma statement of Company net assets

The pro forma statement of net assets set out below is based on the Company balance sheet at 31 December 2007 and has not been audited. The statement has been prepared for illustrative purposes only to show how full subscription under the Offer might have affected the assets and liabilities of the Company, had this taken place at 31 December 2007. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Company’s actual financial position.

Pro Forma Statement of Consolidated Net Assets as at 31 December 2007

Net assets AdjustmentNote 2

Pro Formanet assets

£ £ £Fixed assets

Tangible assets 2,441 2,441

Current assets

Debtors 256,644 256,644

Cash at bank and in hand 45,694 410,000 455,694

302,3372 712,337

Current liabilities 751,242 751,242

Net Current Liabilities (448,905) (38,905)

Total asset less current liabilities (446,464) (36,464)

Creditors: amounts falling due after one year 85,000 85,000

Net Liabilities (531,464) 410,000 (121,464)

Notes

1. The proforma information does not constitute statutory accounts within the meaning of Section 240 of the Act.

2. The adjustment represents the following

£

Proceeds of the Offer 500,000

Less costs of the Offer 90,000

Net increase in cash 410,000

part �:enterprise investment scheme

42

The following is a brief summary only. Investors are strongly recommended to seek professional advice. EIS tax relief can only be claimed by eligible individuals who subscribe for eligible shares in a qualifying company. On the basis of the information provided, HM Revenue & Customs has previously given confirmation that the Company is a qualifying company under the Enterprise Investment Scheme (“EIS”) legislation. Although it is the Directors’ current intention to manage the Company so as to maintain its status as a qualifying company, no undertaking can be made that they will, or will be able to, do so in the future.

Income Tax Relief EIS tax relief allows an investor to reduce the amount of his, or her, liability to income tax. Relief is obtained at the 20% rate of income tax, on the amount invested in the shares of EIS qualifying companies. Relief is available on a maximum annual investment of £400,000 from 6th April 2006. The amount of income tax relief cannot exceed an individual’s income tax liability. The individual must hold the shares for three years. Investors should be able to deduct an amount equal to 20% of their investment from their liability to income tax in the current year (for example, see Table 1).

Table 1 £

Gross investment in shares 10,000

Less tax relief of 20% (2,000)

Net cost of investment 8,000

Where eligible shares are issued before 6th of October in a tax year, investors may be able to claim relief as if up to one half of the shares had been issued in the preceding tax year, subject to an overall claim limit of £25,000.

Capital Gains Tax Deferral EIS relief allows investors to defer capital gains tax liabilities, in conjunction with the income tax relief described above. An investor can defer the liability to capital gains tax on any chargeable gain arising from the disposal of any asset after 28th November 1994, by investing an amount equivalent to that gain in the shares of an EIS qualifying company. (For example, see Table 2.) Deferral only applies if the investment in the Company is made no more than one year before or three years after the disposal of the asset to which the gain refers.

43

Table 2 £

Gross investment in shares 10,000

Less CGT deferral at 40% (4,000)

Less income tax relief at 20% (2,000)

Net cost of investment 4,000

This example assumes the investor is a 40% taxpayer with a capital gain of £10,000 (i.e. a CGT liability of £4,000).

Capital Gains Tax Exemption EIS tax relief exempts investors from the liability to capital gains tax when they dispose of their shares. Provided that the disposal takes place at least three years after the issue of the shares and also provided that EIS tax relief has not previously been withdrawn, any gain accruing to the investor on the sale, or disposal of shares is not liable to capital gains tax. (For example, see Table 3) this exemption does not apply to any gain deferred under the Deferral rules.

Table 3 £

Realised value of shares after 3 years 20,000

Original gross investment in shares (10,000)

Tax free gain 10,000

Loss Relief Loss relief is available for taxpayers able to claim all tax relief at the higher rate of tax (currently 40%), even if the investment results in a total loss. The effect of the tax relief reduces the net cost to 48% of the initial investment.

Table 4 40% Taxpayer

22% Taxpayer

£ £

Realised value of Shares Nil Nil

Original gross cost of investment

(10,000) (10,000)

EIS income tax relief at 20% 2,000 2,000

Loss (8,000) (8,000)

EIS loss relief 3,200 1,760

Net Loss 4,800 6,240

Loss relief on unquoted shares allows investors to offset any loss on their investment against either capital gains or taxable income in the year of loss. Assuming that tax rates remain unchanged, both higher rate tax payers (40%) and basic rate tax payers (22%) should be able to offset any losses arising (after EIS income tax relief) against either capital gains or taxable income of the previous year, provided that EIS tax has not been previously withdrawn. (For Example, see Table 4.) If not utilized in this way, losses can be set against capital gains in subsequent years.

Inheritance Tax Relief Unquoted shares in qualifying companies held for at least two years should qualify for business property relief at 100% regardless of the size of holding or voting entitlement.

Disclaimer - Information and statements above and elsewhere in this Admission document are based on the Directors understanding of current tax law and HM Revenue & Customs practice. This is only a condensed summary and should not be construed as constituting advice. If you are in any doubt as to your tax position, you should contact your professional adviser without delay.

part �:additional information

44

1 Incorporation and general

(a) The Company was incorporated in England and Wales on 12 July 2007 under the name of DXS International plc with registered number 6311313 as a public company with limited liability under the Companies Act. The Company’s registered office is at Warnford Court, Throgmorton Street, London, EC2N 2AT. It is domiciled in England.

(b) The Company is the holding company of the Group and has the following subsidiary undertakings:

Name Registered Number

Country of Incorporation

Description Proportion held by the Group

DXS (UK) Limited

4047663 England & Wales

Software development and distribution

100%

DXS Services Limited

6378829 England & Wales

Provision of management services intra group

100%

(c) On 26 October 2007 the Company was granted a certificate of entitlement to do business and borrow pursuant to Section 117 of the Companies Act.

2 Share capital (a) On incorporation, the Company had an authorised share capital of

£200,000 divided into 40,000,000 ordinary shares of 0.5p each.

(b) By ordinary resolutions ratified at an extraordinary general meeting on 1 August 2007 the 40,000,000 ordinary shares of 0.5p each were subdivided into 2,000,000,000 ordinary shares of 0.01p the authorised share capital

45

of the Company was increased to £250,000 by the creation of 50,000 redeemable preference shares of £1 each.

(c) By ordinary resolutions passed 2 October 2007 the authorised share capital of the Company was reduced to £249,999.998 by the cancellation of 20 unissued ordinary shares of 0.01p each and the remaining 1,999,999,980 ordinary shares of 0.01p (one hundredth of a penny) each were consolidated into 60,606,060 ordinary shares of 0.33p (thirty-three hundredths of a penny) each.

(d) The 50,000 redeemable preference shares of £1 each were issued on 31 August 2007 and were all redeemed at par on 2 October 2007 out of the proceeds of a fresh issue of shares made for the purposes of the redemption.

(e) The following table shows the authorised and issued share capital of the Company (i) as at the date hereof; and (ii) following the Offer assuming full subscription:

Authorised Number Issued Number

(i) Current £249,999.998 60,606,0600.33p Ordinary

50,000£1 Redeemable Preference

Fully Paid£61,282Not Fully Paid£360

£0

18,570,443

109,221

0

(ii) Proposed £249,999.998 60,606,0600.33p Ordinary

50,000£1 Redeemable Preference

Fully Paid£67,175Not Fully Paid£360

£0

20,356,158

109,221

0

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(f) A South African investor is entitled to subscribe for shares in the Company as a result of the agreement to acquire DXS (UK) Limited, but is disputing ownership of its shares with a third party. It is entitled to 3,604,269 shares in the Company but has not yet paid or taken them up. In order to preserve the entitlement, the Company has issued partly and nil paid shares totalling 109,221. These shares will be cancelled if the dispute is not resolved. If taken up, these shares will dilute existing shareholders by 15% (assuming full subscription). The figures above do not include these shares except to the extent of 109,221. Figures and percentages given in paragraph 4 below assume that these shares have been fully issued.

(g) R Sutcliffe has an option to subscribe for 250,000 shares at 20p each on or before 30th September 2008.

(h) Other than as above, no share or loan capital of the Company or any of its subsidiaries is under option or agreed conditionally or unconditionally to be put under option.

(i) (i) Pursuant to an ordinary resolution passed

at an extraordinary general meeting on 2 October 2007 the Directors were generally and unconditionally authorised in accordance with section 80 of the Companies Act to exercise all the powers of the Company to allot relevant securities (as defined in that section) up to an aggregate nominal amount of £100,000 (representing 50 percent of the authorised but unissued ordinary share capital) such authority to expire at the conclusion of the annual general meeting in 2008; and

(ii) Pursuant to a special resolution passed at an extraordinary general meeting on 2 October 2007 the Directors were empowered (pursuant to section 95(1) of the Companies Act) to allot equity securities (as defined in section 94(2) of the Companies Act) for cash pursuant to the authority described in paragraph 2(f)(i) above as if section 89(1) of the Companies Act did not apply to such allotment.

(j) The Ordinary Shares will, on Admission, rank pari passu in all respects and will rank in full for all dividends and other distributions thereafter

declared, made or paid on the ordinary share capital of the Company.

(k) The Ordinary Shares are in registered form and capable of being held in uncertificated form. None of the Ordinary Shares are being marketed or made available in whole or in part to the public in conjunction with the applications for Admission other than pursuant to the Offer. The Ordinary Shares to be issued pursuant to the Offer are being issued at a price of 28p per share, representing a premium of 27.67p over the nominal value of 0.33p each. The expected issue date is 11 April 2008.

3 Memorandum and Articles of Association

The principal objects of the Company, which are set out in clause 4 of its Memorandum of Association, are to act as a holding company of a trading group and as an investment company.

The Articles of Association of the Company contain, inter alia, provisions to the following effect:

Voting rights

Subject to any special rights or restrictions as to voting attached to any shares on a show of hands every member, who (being an individual) is present in person or (being a corporation) is present by a representative not being himself a member, shall have one vote and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder. (Note: by virtue of Section 284(4) of the Companies Act 2006, this overrides Section 284(2) of the Companies Act 2006, which would otherwise entitle proxies to vote on a show of hands.) The Board intend to propose resolutions at the next Annual General Meeting to amend the Articles (including this one) to bring them into line with certain provisions of the Companies Act 2006 that have come (or are anticipated to come) into force.)

The Redeemable Preference Shares are not entitled to vote.

Dividends

The profits of the Company available for dividend and resolved to be distributed shall be applied in the payment of dividends to the members in accordance

part �: additional information

4�

with their respective rights and priorities. The Company in general meeting may declare dividends accordingly. No dividend or interim dividend may be paid otherwise than in accordance with Part VIII of the Companies Act.

The Redeemable Preference Shares are not entitled to a dividend.

No dividend shall be payable except out of the profits of the Company (including profits set aside to any reserve fund) or in excess of the amount recommended by the Directors.

Dividends must be declared and paid according to the amounts paid on the shares in respect of which the dividends are paid. For the purposes of this Article, no amount paid on a share in advance of calls shall be treated as paid on the share. Dividends shall be apportioned and paid pro rata according to the amounts paid on the shares during any portions of the period in respect of which the dividend is paid but, if any share is issued on terms providing that it ranks for dividend as from a particular date, the share shall rank for dividend accordingly.

The Directors may pay such interim dividends as appear to them to be justified by the profits of the Company. Provided that the Directors act bona fide, they shall not incur any responsibility to the holders of any shares for any damage that they suffer by reason of the payment of an interim dividend on any shares. The Directors may also pay half yearly or at other suitable intervals to be settled by them any dividend which is payable at a fixed rate if they are of the opinion that the profits justify the payment.

No unpaid dividend, bonus or interest shall bear interest as against the Company.

There are no fixed dates on which entitlements to dividends arise.

Variation of rights

Whenever the share capital of the Company is divided into different classes of shares or groups the special rights attached to any class or group may be modified or abrogated, subject to the provisions of the Company’s Memorandum of Association and unless otherwise provided by the terms of issue of the shares of that class or group, either with the consent in writing of the holders of three-quarters of the issued

shares of the class or group, or with the sanction of any extraordinary resolution passed at a separate general meeting of the holders (but not otherwise). The consent or resolution shall be binding upon all the holders of shares of the class or group. The special rights conferred upon the holders of any shares or class or group of shares issued with preferred or other rights shall not, unless otherwise expressly provided by the conditions of issue, be deemed to be modified by the creation or issue of further shares ranking pari passu with them.

(Note: by virtue of paragraph 23 of Schedule 3 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (SI 2007 No. 2194) any reference to an extraordinary resolution in a provision of a company’s memorandum or articles continues to have effect and shall continue to be construed in accordance with Section 378 of the Companies Act 1985 as if that section had not been repealed. The Board intend to propose resolutions at the next Annual General Meeting to amend the Articles (including this one) to bring them into line with certain provisions of the Companies Act 2006 that have come (or are anticipated to come) into force).

Return of capital

On a winding up of the Company, the balance of the assets available for distribution, after deduction of any provision made under Section 719 of the Companies Act and subject to any special rights attaching to any class of shares, shall be applied in repaying to the members of the Company the amounts paid up on the shares held by them. Any surplus assets will belong to the holders of any ordinary shares then in issue according to the numbers of shares held by them or, if no ordinary shares are then in issue, to the holders of any unclassified shares then in issue according to the numbers of shares held by them.

The Redeemable Preference Shares shall be preferred to the amount paid up or credited or paid up on them on a winding up of the Company.

If the Company is wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of an extraordinary resolution, divide among the members in specie or kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of properties of different kinds. He may for

4�

part �: additional information

that purpose set such value as he deems fair upon any one or more class or classes of property and may determine how the division is carried out as between the members or different classes of members. He may, with the same authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator with the same authority thinks fit, but no contributory shall be compelled to accept any shares in respect of which there is a liability.

(Note: see the note to “Variation of Rights” above references to “an extraordinary resolution”.)

Transfer of shares

Shares in the Company may be transferred in writing in any usual or common form, or in any other approved by the Board or as required by any rules from time to time made by the operator of a relevant system for the purposes of the Uncertificated Securities Regulations (the “Operator”). The instrument of transfer shall be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect of it. The Board may, in its absolute discretion and without giving any reason, refuse to register a transfer of any share: that is not fully paid to a person of whom they do not approve, upon which the Company has a lien, that relates to more than one class of share, that is in favour of more than four joint holders as transferees, in the case of shares held in certificated form if it is not lodged duly stamped (if necessary) at the Registered Office or at such other place as the Board may appoint and accompanied by the certificate for the shares to which it relates (where a certificate has been issued in respect of the shares) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer, in the case of shares held in uncertificated form, if the Operator’s Rules are not followed and the Board or the Operator (as the case may be) are given such evidence as they may reasonably require to show the right of the transferor to make the transfer. (Note: the Board would also be obliged to do so where an order was in force imposing restrictions on the shares under Section 794 of the Companies Act 2006, as any such transfer would then be void.). There is no fee for registration of a transfer.

If the Board refuses to register a transfer it shall, in the case of shares held in certificated form, within two months after the date on which the transfer was lodged

and in the case of shares held in uncertificated form, within two months after the date on which the relevant operator instruction was received by or on behalf of the Company send the transferee notice of its refusal. Notwithstanding the provisions of the Articles, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with statutory regulations made from time to time under Section 207 of the Companies Act, 1989 (or, when fully in force, Section 784 of the Companies Act 2006) or under any regulations having similar effect.Failure to disclose interests in shares

If a member, or a person appearing to be interested in shares held by a member, has been duly served with a notice under Section 212 of the Act (now Section 793 of the Companies Act 2006) and is in default for the prescribed period in supplying to the Company the required information, the Directors may at any time, by notice (a “direction notice”) to the member, direct that in respect of the shares in relation to which the default occurred (the “default shares”) the member is not entitled to vote, either personally or by proxy, at a general meeting or a meeting of the holders of any class of shares of the Company or to exercise any other right conferred by membership in relation to general meetings of the holders of any class of shares of the Company. Where the default shares represent at least 0.25 per cent of the issued shares of a class, the direction notice may additionally direct that any dividend or other money which would otherwise be payable in respect of each of the default shares shall (in whole or part) be retained by the Company without any liability to pay interest when the dividend or money is paid to the member, that no transfer of the default shares which is not an approved transfer shall be registered unless: the member is not himself in default as regards supplying the information required; and the transfer is of part only of the member’s holding and, when presented for registration, is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that, after due and careful enquiry, the member is satisfied that none of the shares the subject of the transfer is a default share. A direction notice shall have effect in accordance with its terms for so long as the default in respect of which it was issued continues and (unless the direction notice otherwise determine) for a further period of one week but shall cease to have effect in relation to any default shares which are transferred by the member by means of an approved transfer.

4�

Borrowing powers

The Directors may exercise all the powers of the Company, including the power as set out in the memorandum of association of the Company, to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (both present and future), including its uncalled capital, and subject to the Statutes (as defined therein), to issue Debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.

Alteration of share capital

The Company in general meeting may by ordinary resolution increase its capital by such sum, to be divided into shares of such amounts, as the resolution prescribes.

The Company may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the nominal amount of the shares cancelled, subject to the provisions of sections 146 to 149 of the Act, and sub-divide all or any of its shares into shares of smaller amount than is fixed by the Memorandum of Association and the resolution, may determine that, as between the holders of the shares resulting from the sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights, or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares. (Note: as the PLUS Rules for Issuers require that an issuer must treat holders of a class of securities equally, the Board has stated its intention not to propose any resolution making such differential treatment.)

The Company may by special resolution reduce its share capital and any capital redemption reserve fund or any share premium account in any manner subject to any conditions and consents required by law. Subject to, and in accordance with, the provisions of the Statutes (as defined therein) and subject as follows, the Company may purchase its own shares (including any redeemable shares). The Company may not purchase its own shares if at the time of purchase there are outstanding any convertible securities of the Company, unless either there are provisions in the relevant trust

deed or terms of issue permitting the purchase or the purchase has been sanctioned by an extraordinary resolution passed at a separate class meeting of the holders of the convertible securities. Purchases by the Company of its own redeemable shares shall, where the shares are listed on a Recognised Investment Exchange (which does not include the Plus-quoted market), be limited to a maximum price which, in the case of purchases through the market of redeemable shares other than those which are normally bought and traded in by a limited number of investors who are particularly knowledgeable in investment matters, must not exceed 5 per cent above the average market value for the 10 business days before the purchase is made. If the purchases are by tender, tenders shall be made available to all holders of the shares alike.

Issue of shares

The Directors may, subject to the provisions of the Companies Act and the Articles of Association and to any direction to the contrary given by the Company in general meeting, allot, grant options over or otherwise dispose of shares or rights to subscribe for, or to convert any security into, shares to such persons (including a Director) on such terms as they think fit, but no share shall be issued at a discount.

The Directors may, on the issue of shares, differentiate between the holders in the amount of calls to be paid and the times of payment. (Note: as the Plus Rules for Issuers require that an issuer must treat holders of a class of securities equally, the Board has stated its intention not to make any such differentiation.)

Directors

(i) Save as set out in the Articles, a director shall not vote at a meeting of the Board on any resolution of the Board concerning a matter in which he has an interest otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise through, the Company or in respect of which he has any duty which conflicts with his duty to the Company

(ii) The ordinary remuneration of the directors who

do not hold executive office for their services (excluding amounts payable under any other provisions of the Articles described below) shall be such sums as the Company by ordinary resolution determine. The remuneration shall be divided among them in such proportions and

50

manner as the Directors determine and, in default of a determination within a reasonable period, equally. Any director who is appointed to any executive office shall be entitled to receive such extra remuneration as the Board may determine.

(iii) Any director who at the request of the Board performs special services or goes or resides abroad for any purposes of the Company may (unless otherwise expressly resolved by the Company in general meeting) receive such extra remuneration by way of salary, percentage of profits or otherwise as the Board determines.

(iv) The directors may be paid by the Company all travelling, hotel and other expenses properly incurred in attending meetings of the directors or committees of the Board or general meetings or otherwise in connection with the business of the Company.

(v) Directors may be appointed by the Company by ordinary resolution or by the Board. A director appointed by the Board holds office only until the next annual general meeting when he shall retire but shall then be eligible for re-election. A director so retiring is not taken into account in determining the directors who are to retire by rotation at the meeting.

(vi) At every annual general meeting of the Company, one-third of the directors will retire and be eligible for re-election.

(vii) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two.

(viii) No shareholding qualification for directors is required.

(ix) Unless otherwise determined by ordinary resolution, the number of directors shall not be less than two but shall not be subject to any maximum.

Notices

A member is entitled to receive notices from the Company notwithstanding that his registered address as appearing in the register of members is outside the United Kingdom.

In the case of the annual general meeting or of a meeting convened to pass a special resolution at least 21 clear days’ notice and in other cases at least 14 days’ notice must be given (exclusive in each case of the day on which the notice is served or deemed to be served and of the day for which the notice is given). (Note: by virtue of Section 307(3) of the Companies Act 2006 the requirement that 21 clear days’ notice be given of a meeting convened to pass a special resolution is effective despite the Companies Act 2006 only now requiring 14 clear days’ notice to be given of such a meeting.)

4 Directors’ and others’ interests

(a) The interests of each Director and those of any person connected with them within the meaning of section 252 of the Companies Act 2006 (“Connected Person”), all of which are beneficial (except as noted below), in the share capital of the Company and the existence of which is known or could with reasonable diligence be ascertained by the Director as at 14th February 2008 are as follows:

Present Following the Offer

Ordinary Shares

% Ordinary Shares

%

David Immelman

3,605,174 16.26 3,605,174 15.05

JohnAbeln

623,126 2.81 623,126 2.60

Steven Bauer

386,368 1.74 386,368 1.61

Robert Sutcliffe

0 0.00 0 0.00

Mr Sutcliffe has been granted an option to subscribe for 250,000 ordinary shares of the Company at 20p each, on or before 30th September 2008.

(b) In addition to the above, the following persons are interested (within the meaning of section 820 of the Companies Act 2006) directly and indirectly in 3 per cent or more of the issued share capital of the Company before admission:

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51

Allottee Present Following the Offer

Ordinary Shares

% Ordinary Shares

%

R Holland 4,689,729 21.15 4,689,729 19.57

AMB Capital * 3,604,269 16.25 3,604,269 15.04

S Greyvenstein 1,943,647 8.77 1,943,647 8.11

Cycnus Ltd 1,201,923 5.42 1,201,923 5.02* see note in paragraph 2(f) above

(c) Save as disclosed above, no Director has any interest in or option over the share capital or loan capital of the Company or any of its subsidiaries nor does any person connected with the Directors or Senior Managers (within the meaning of section 252 of the Companies Act 2006) have any such interests, whether beneficial or non-beneficial.

(d) The Directors have held the following directorships and/or been a partner in the following partnerships within the five years prior to the date of this document:

David Immelman

Current Directorships/partnerships:DXS International plcDXS (UK) LimitedDXS Services LimitedDigihealth (PTY) Limited

Previous Directorships/partnerships over the last five years:None

John Abeln

Current Directorships/partnerships:DXS International plc

Previous Directorships/partnerships over the last five years:None

Steven Bauer

Current Directorships/partnerships:DXS International plcDXS (UK) Limited

Previous Directorships/partnerships over the last five years:None

Robert Sutcliffe

Current Directorships/partnerships:DXS International plcBeechwood Management Services Limited

Previous Directorships/partnerships over the last five years:The Brewton Group LimitedEuro Parking Collection plcShow Presentation Services LimitedATS Technirent LimitedHire It LimitedVFG plc (in administration)

Mr David Immelman was sequestrated in South Africa in 1985 and subsequently discharged. Mr Robert Sutcliffe was a director of VFG plc, representing the institutional investor, which was placed in to administration in December 2002.

(e) Save as disclosed above, no Director:

(i) has any unspent convictions in relation to fraudulent offences; or

(ii) has been bankrupt or the subject of an individual voluntary arrangement, or has had a receiver appointed to any asset of such Director; or

(iii) has been a director of any company which, while he was a director or within 12 months after he ceased to be a director, had a receiver appointed or went into compulsory liquidation, creditors voluntary liquidation, administration or company voluntary arrangement, or made any composition or arrangement with its creditors generally or with any class of its creditors; or

(iv) has been a partner of any partnership which, while he was a partner or within 12 months after he ceased to be a partner, went into compulsory liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to any partnership asset: or

(v) has had any official public incrimination and/or sanction by statutory or regulatory authorities (including designated professional bodies); or

(vi) has been disqualified by a court from acting

52

as a director of a company or from acting in the management or conduct of the affairs of any company.

(f) None of the Company’s shareholders has voting rights which are different from other holders of Ordinary Shares.

(g) There are no loans made or guarantees granted or provided by any member of the Group to or for the benefit of any Director.

(h) No Director is or has been interested in any transaction which is or was unusual in its nature or conditions or significant to the business of the Group and which was effected by the Company or any of its subsidiaries during the current or immediately preceding financial year or which was effected by the Company or any of its subsidiaries during any earlier financial year and remains in any respect outstanding or unperformed.

(i) In respect of the Directors, there are no conflicts of interest between any duties they have to the Company and their private interests and/or other duties they may have.

5 Directors’ service contracts

(a) The Executive Directors have each executed director’s service contracts with the Company the terms of which are as follows:

(i) All appointments are terminable on 3 months notice with the exception of Mr Immelman whose appointment is for an initial 12 month period and terminable thereafter on 3 months notice.

The annual salaries payable under the service agreements are:

in the case of Mr Immelman, £120,000 in respect of which sum Mr Immelman has agreed to take £84,000 per annum (with the balance to be granted in shares) until such time as the Company is able (in the opinion of the Board) to pay the full contractual amount;

in the case of Mr Abeln, £84,000 in respect of which sum Mr Abeln has agreed to take £72,000 per annum (with the balance to be granted in shares) until such time as the Company is able (in the opinion of the Board) to pay the full contractual amount;

in the case of Mr Bauer, £84,000 in respect of which sum Mr Bauer has agreed to take £72,000 per annum (with the balance to be

granted in shares) until such time as the Company is able (in the opinion of the Board) to pay the full contractual amount;

and the Directors are each entitled to 25 days paid working days holiday each year (exclusive of public holidays);

(ii) The Directors are each subject to non-compete and non-solicitation covenants for a period of 12 months following termination of his employment with the Company and to a confidentiality undertaking;

(iii) The Directors are entitled to be reimbursed reasonable expenses normally incurred in connection with their duties;

(iv) There are no provisions for benefits upon termination of employment other than payment of the usual contractual entitlement and any unpaid holiday pay up to the date of termination.

(b) Non-Executive Director Robert Sutcliffe has been appointed as a Non-

Executive Director. Mr Sutfcliffe does receive remuneration.

(c) Save as set out in paragraphs (a) above, there are no agreements existing or proposed between any of the Directors and the Company.

(d) The aggregate amount of remuneration paid (including any contingent or deferred compensation) and benefits in kind granted to each of the Directors by the Group during the last completed financial year was as follows (These amounts were paid by DXS (UK) Ltd., the Company not yet having completed a financial year.)

Director Remuneration

David Immelman Nil

John Abeln Nil

Steven Bauer £72,000

Robert Sutfcliffe n/a

� Material contracts

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company and its subsidiaries during the two years preceding the date of this document and are or may be material:

(a) a Corporate Adviser agreement dated 2 October

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53

2007 between the Company (1) and City & Merchant Corporate Finance Limited as Corporate Adviser (2) pursuant to which the Company has appointed City & Merchant Corporate Finance Limited to act as Corporate Adviser to the Company. The Company has agreed to pay to City & Merchant Corporate Finance Limited an engagement fee of £25,000 and following admission a fee of £15,000 per annum for its continuing to act as Corporate Adviser. The agreement is for 12 months initially then terminable on 90 days’ notice by any party.

(b) An agreement dated 13th June 2007 between the Company and CMP, under which CMP have agreed to assist in the marketing and distribution of the Offer, in consideration for a marketing and advisory fee of £ 25,000 payable pro rota against proceeds of the Offer and a commission of 10% of the gross proceeds of the Offer raised, both payable as funds are received.

(c) An agreement dated 14th February 2007 between the Directors, the Company and City & Merchant Corporate Finance Limited pursuant to which the Directors have undertaken that, subject to certain exemptions, they would not without the consent of City & Merchant Corporate Finance Limited dispose of or agree to dispose of, any of their interests in the Ordinary Shares held immediately following Admission for a period of 1 year therefrom.

(d) By an agreement dated 13th June 2007 between the Company and City & Merchant Corporate Finance, the Company agreed to grant warrants for 2.5% of the issued share capital of the Company as enlarged by the Offer and the exercise of the warrants at 26p per share, excercisable at any time, in whole or part, up to five years from the date of admission to PLUS Markets.

� Taxation

The following paragraphs are intended as a general guide only for shareholders who are resident and ordinarily resident in the United Kingdom for tax purposes, holding Ordinary Shares as investments and not as securities to be realised in the course of a trade, and are based on current legislation and UK Inland Revenue practice. Any prospective purchaser of Ordinary Shares who is in any doubt about his tax position or who is subject to taxation in a jurisdiction other than the UK should consult his own professional adviser immediately.

(a) Taxation of Chargeable Gains For the purposes of UK tax on chargeable gains,

the issue of Ordinary Shares pursuant to the Offer will be regarded as an acquisition of a new holding in the share capital of the Company.

To the extent that a shareholder acquires Ordinary Shares allotted to him, the Ordinary Shares so allotted will, for the purpose of tax on changeable gains, be treated as acquired on the date of allotment. The amount paid for the Ordinary Shares will constitute the base cost of a shareholder’s holding; for individuals and certain trustees the amount paid for the Ordinary Shares subscribed may be eligible for taper relief allowance.

If a Shareholder disposes of all or some of his Ordinary Shares, a liability to tax on chargeable gains may, depending on his circumstances, arise.

(b) Loss Relief If an investor is an individual or an investment

company, relief for losses incurred by that investor on disposal of the Ordinary Shares may be available under Sections 573 to 576 of the Income and Corporation Taxes Act 1988, against income of the same or prior year, or carried forward and set against gains in future tax years.

The relief should be available provided the Company and the investor satisfy the relevant statutory requirements.

(c) Inheritance Tax Unquoted Ordinary Shares representing minority

interests in trading companies such as the Company potentially qualify for 100 percent business property relief which gives up to 100 percent exemption from Inheritance Tax. Therefore, where an investor makes a lifetime gift of shares or dies while still owner of the shares, no inheritance tax will be payable in respect of the value of the shares, provided certain conditions are met. The main condition is that the investor held the shares for two years before the date of transfer or death.

(d) Stamp Duty and Stamp Duty Reserve Tax No stamp duty or stamp duty reserve tax (“SDRT”)

will generally be payable on the issue of the Ordinary Shares.

54

Stamp duty and SDRT treatment will be as follows:

• in relation to the Offer Shares, no liability to stamp duty or SDRT will arise on their issue or on the issue of definitive share certificates by the Company (provided that the Offer Shares are not issued to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services or issuing depository receipts);

• the transfer of Ordinary Shares outside the CREST system will generally be liable to stamp duty on the instrument of transfer at the rate of 0.5 percent of the amount or value of the consideration given (rounded up to the nearest multiple of £5). Stamp duty is normally the liability of the purchaser or transferee of the Ordinary Shares. An agreement to transfer Ordinary Shares will generally be subject to SDRT at 0.5 percent of the agreed consideration. If, however, within the period of six years of the date of the agreement or, in the case of a conditional agreement, the date on which it becomes unconditional, an instrument of transfer is executed pursuant to the agreement and stamp duty is paid on that instrument, any liability to SDRT will be repaid or cancelled. SDRT is normally the liability of the purchaser or transferee of the Ordinary Shares;

• no stamp duty or SDRT will arise on a transfer of Ordinary Shares into CREST for conversion into uncertified form, unless such transfer is made for a consideration in money or money’s worth, in which case a liability to stamp duty or SDRT will arise, usually at the rate set out above;

• a transfer of Ordinary Shares effected on a paperless basis within CREST will generally be subject to SDRT at the rate of 0.5 percent of the amount or value or the consideration. CREST is obliged to collect SDRT from the purchaser of the Ordinary Shares on relevant transactions settled within the system; and

• where Ordinary Shares are issued or transferred: (i) to, or to a nominee for, a person whose business is or includes the provision of clearance services; or (ii) to, or to a nominee or agent for, a person whose

business is or includes issuing depositary receipts, stamp duty (in the case of a transfer only to such persons) or SDRT may be payable at a rate of 1.5 percent of the amount or value of the consideration payable or, in certain circumstances, the value of the Ordinary Shares or, in the case of an issue to such persons, the issue price of the Ordinary Shares.

Special rules apply to certain categories of person including intermediaries, market makers, brokers and dealers, and persons connected with depositary arrangements and clearance services.

(e) Dividends and Other Distributions Dividends paid by the Company will carry an

associated tax credit of one-ninth of the cash paid. Shareholders resident in the UK receiving such dividends will be liable to income tax on the aggregate of the dividend and associated tax credit at the Schedule F dividend ordinary rate (10 percent) or the Schedule F dividend upper rate (32.5 percent).

The effect will be that taxpayers who are otherwise liable to pay tax at only the lower rate or basic rate of income tax will have no further liability to income tax in respect of such a dividend. Higher rate taxpayers will have an additional tax liability (after taking into account the tax credit) of 22.5 percent of the aggregate of the individual and associated tax credit. Individual shareholders whose income tax liability is less than the tax credit will not be entitled to claim a repayment of all or part of the tax credit associated with such dividends.

A UK resident corporate shareholder should not be liable to corporation tax or income tax in respect of dividends received from the Company unless that company is carrying on a trade of dealings in shares. UK corporate shareholders holding 10 percent or more of the Company’s share capital may be entitled to claim relief against UK corporation tax in respect of the Company’s underlying tax.

Trustees of discretionary trusts are liable to account for income tax at the rate applicable to trusts on the trust’s income and are required to account for tax at the dividend trust rate, currently 34 percent.

part �: additional information

55

Persons who are not resident in the UK should consult their own tax advisers on the possible application of such provisions and on what relief or credit may be claimed for any such tax credit in the jurisdiction in which they are resident. These comments are intended only as a general guide to the current tax position in the UK as at the date of this document. The comments assume that Ordinary Shares are held as an investment and not as an asset of financial trade.

If you are in any doubt as to your tax position, or are subject to tax in a jurisdiction other than the UK, you should consult your professional adviser.

� Working capital

In the opinion of the Directors, having made due and careful enquiry, and, taking into account the minimum subscription, the working capital available to the Company and its Group is sufficient for its present requirements, that is for at least the next twelve months from the date of this admission.

� Litigation

No member of the Group is or has been involved in any governmental, legal or arbitration proceedings and the Company is not aware of any such proceedings pending or threatened by or against the Group during the 12 months preceding the date of this document which may have or have had in the recent past a significant effect on the financial position or profitability of the Group.

10 General

(a) There has been no significant adverse change in the financial or trading position of the Group since incorporation of the Company,.

(b) HLB Vantis Audit plc has given and has not withdrawn its written consent to the issue of this document with the inclusion in this document of its report and references thereto and to its name in the form and context in which it appears.

(c) City & Merchant Corporate Finance Limited of Warnford Court, Throgmorton Street, London, EC2N 2AT, which is regulated by the Financial Securities Authority, has given and has not withdrawn its written consent to the inclusion in this document of its name in the form and context in which it appears.

(d) Assuming full subscription, the expenses of and incidental to the Offer, are estimated to amount to approximately £410,000 (excluding recoverable VAT), which includes up to approximately £75,000 payable to financial intermediaries, and will be payable by the Company.

(e) There are no patents or other intellectual property rights, licences or particular contracts which are of fundamental importance to the Group’s business, except for the licence of intellectual property from Digihealth referred to in Part 3 under “Research and Development” on page [19]above

(f) The Company entered into an agreement dated 17 July 2007 for the acquisition of DXS (UK) Limited from DXS Limited (Jersey).

(g) Other than the above there are no material related party transactions required to be disclosed under the accounting standards applicable to the Company, to which the Company was a party during the last 12 months.

(h) There are no restrictions on the free transferability of the Shares.

(i) There are no arrangements under which future dividends are waived or agreed to be waived.

(j) The Ordinary Shares will only be traded on the PLUS Market.

(k) The Company’s registrar and paying agent for the payment of dividends is SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD.

(l) Except for fees payable to the professional advisers whose names are listed on page 4, Directors, Secretary and Advisors of this document, payments to trade suppliers, no person has received any fees, securities in the Company or other benefit to a value of £10,000 or more, whether directly or indirectly, from the Company within the 12 months preceding the application for Admission, or has entered into any contractual arrangement to receive from the Company, directly or indirectly, any such fees, securities or other benefit on or after Admission.

5�

11 Availability of documents

Copies of this document will be available free of charge to the public at the registered office of the Company and of City & Merchant Corporate Finance Limited, Warnford Court, Throgmorton Street, London, EC2N 2AT, during normal business hours on any weekday (Saturdays and public holidays excepted) until close of business on 4th April 2008.

Dated: 28 February 2008

part �:terms and conditions of offer

5�

terms, conditions and procedure for application

1. Applications for Ordinary Shares are subject to the terms and conditions included in the Application and set out below.

2. The basis of allotment will be determined by the Directors in their absolute discretion. The Directors reserve the right:

a. to reject any application in whole or in part or to scale down any applications or to accept applications on a “first come first served” basis;

b. to extend the period during which the subscription list remains open; and

c. to treat any application as valid and binding on an applicant even if the Application Form is not complete in all respects or is not accompanied by a power of attorney where required.

3. The Application Form should be completed in full and sent or delivered to the address set out on the Application Form together with a remittance for the full amount payable. Cheques must be payable to “SLC - DXS International plc” and crossed “Not negotiable” and should be drawn in sterling on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man). Applications must be for a minimum of 5,000 Ordinary Shares and thereafter in multiples of 1,000 Ordinary Shares. The issue price of the Ordinary Shares is 28 pence per share and applications must therefore be for a minimum of 5,000 Ordinary Shares at an aggregate price of £1,400 and thereafter in multiples of £280 for each additional tranche of 1,000 Ordinary Shares applied for (or such smaller number for which the application may be accepted). Applicants are advised to allow two full business days for delivery through the post and to use first class mail. Applications will not be acknowledged.

4. The right is reserved to present all cheques and banker’s drafts on receipt and to retain certificates for ordinary shares and any moneys returnable pending the clearance of all cheques or pending investigations of any suspected breach of the terms applying to the application. All cheques, certificates and other documents sent or returned to applicants will be sent at the risk of the person(s) entitled thereto.

5�

5. Cheques will be presented for payment on receipt into an interest bearing collection account with HSBC Bank plc. If any application is not accepted, the amount paid on application will be returned without interest, in each case sent through the post at the applicant’s risk.

6. By completing and delivering an Application Form, you irrevocably undertake as follows:

a. to subscribe for the number of shares specified in the Application Form, on the terms of, and subject to, the conditions set out in this document, including these terms and conditions and subject to the memorandum and articles of association of the Company;

b. to accept such Ordinary Shares as may be allotted to you in accordance with Box 1 or such lesser number (being not less than in value) of Ordinary Shares in respect of which this application may be accepted;

c. that all applications, acceptances, allotments and contracts arising from it will be governed by and construed in accordance with English law;

d. that you are not under the age of 18 and that if you sign the Application Form on behalf of somebody else or a corporation you have the authority to do so and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these terms and conditions of application;

e. you authorise the Company or any of its respective agents to send by post a share certificate for the number of Ordinary Shares for which your application is accepted and/or a crossed cheque and/or return your cheque(s) or banker’s draft(s) for any moneys returnable, in each case at the risk of the person(s) entitled thereto, to your address (or that of the first named applicant) as set out in the Application Form and to procure that your name (together with the name(s) of any other joint applicant(s)) is/are placed on the Register of Members of the Company in respect of such Ordinary Shares;

f. that you are not relying on any information or representation other than those contained in the document and accordingly you agree that neither the Company nor any person responsible solely or jointly for this prospectus or any part thereof shall have any liability for any such other information or

representation;g. on request by the Company, to disclose

promptly in writing to it any information which it may request in connection with your application; and

h. that the remittance accompanying your Application Form will be honoured at first presentation and agree that if it is not so honoured the Company may (without prejudice to any other rights it may have) avoid the agreement to allot the relevant Ordinary Shares and may allot or sell them to some other person in which case you will not be entitled to any refund or payment in respect thereof.

7. Applications will not be accepted from persons resident in the United States of America, Canada, Australia, Japan, The Republic of South Africa or the Republic of Ireland and by completing and returning the Application Form the applicant warrants that he is not a person so resident. No person receiving a copy of this Prospectus and/or an Application Form in any other territory (other than the United Kingdom), may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form, unless in the relevant territory such an invitation or offer could lawfully be made to him and such Application Form could lawfully be used without contravention of any regulation or other legal requirements. It is a condition of any application by any such person outside the United Kingdom that he has satisfied himself as to the full observance of the laws of any relevant territory, including the obtaining of any governmental or other consents which may be required and has observed any other formalities in such territory and paid any issue, transfer or other taxes required to be paid in such territory in respect of any Ordinary Shares acquired under the Offer. The completion of an Application Form shall constitute a warranty that the person completing such application form has observed such laws and formalities in full and paid such issue, transfer or other taxes. The Company reserves the right to request applicants to produce evidence satisfactory to them of their right to apply for Ordinary Shares under the Offer and that such application would not result in the Company, its advisors or the Directors being in breach of any laws or regulations of the relevant jurisdiction.

part�: terms & conditions of offer

5�

8. The Company reserves the right to treat any application, which does not comply strictly with the terms and conditions of the application as nevertheless valid.

9. No letters of allotment or other renounceable or temporary documents of title or receipts will be issued in respect of accepted applications but share certificates will be dispatched within 28 days of allotment.

10. Applications will be irrevocable.

11. Verification of identity requirements of the Money Laundering Regulations 2007 will apply and verification of the identity of the applicant(s) may be required in the director’s absolute discretion. A failure to provide the necessary evidence of identity may result in the rejection of your application or in delays in the dispatch of a share certificate or the return of application monies. In order to avoid this, you should ideally make payment by means of a cheque drawn by the person named in Box 3 of the Application Form. If this is not practicable and you use a cheque drawn by a third party or a building society cheque or banker’s draft, you should:

a. write the name and address of the person named in Box 3 of the Application Form on the back of the cheque, building society cheque or banker’s draft;

b. if a building society cheque or banker’s draft is used, ask the building society to endorse on the cheque or bankers draft the name and account number of the person whose building society or bank account is being debited. The bank or building society endorsement should be overlaid with the branch stamp; and

c. if you are making the application as agent for one or more persons, indicate in the bottom of the Application Form whether you are a UK or EC regulated person or institution (e.g. a bank or broker) and specify your status. If you are not a UK or EC regulated person or institution, you should contact SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD (telephone number 01372 467308) for advice on the application process. If within a reasonable period of time following a request for verification of identity, SLC Registrars has not received satisfactory evidence, the Company may at its absolute discretion reject your application in which event the application monies will be returned without interest to the account at the drawee

bank from which such monies emanate.

12. The receiving agents in relation to the Offer are SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD.

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This document has been produced on behalf of DXS International Plc by Marble Marketing Limited

Marble Marketing LimitedFairbank House

27-29 Ashley RoadAltrinchamCheshire

WA14 2DP

www.marblemarketing.co.uk

info@marblemarketing.co.uk

Bridge Hall Stockbrokers Limited

52-54 Gracechurch StreetLondon, EC3V 0EH

Tel: 0845 1307 720Fax: 0845 1307 721

E-mail: info@bridgehall.co.ukWeb: www.bridgehall.co.uk

City & Merchant Corporate Finance Limited

Warnford CourtThrogmorton StreetLondon, EC2N 2AT

Telephone: 020 7101 7676Fax: 0845 890 6506

Email: enquiries@cityandmerchant.comWeb: www.cityandmerchant.com

Bridge Hall Stockbrokers Limited is Authorised and Regulated by the Financial Services Authority (“FSA”).Bridge Hall Stockbrokers Limited is registered in England and Wales, number 0527968