Placing and Open Offer to raise up to £9m

• Primary purpose is to facilitate the acquisition of Mayrise Services Limited (“Mayrise”), a provider of highways asset management software products and services to the local authorities and Utilities in the UK, for £6m.
• Secondary purpose is to provide OMG Life with £2m of funding to accelerate the exploitation of opportunities in the Autographer market.

To the extent that further funds are raised via the non-underwritten Open Offer, these will be used to exploit opportunities in the Autographer market.

The total amount that the Company could raise under the Fundraising is approximately £9.0 million (before expenses), assuming all the Open Offer Entitlements are taken up. The Placing is being fully underwritten by N+1 Singer on, and subject to, the terms of the Placing Agreement. The Open Offer is not underwritten, and accordingly, as set out below the minimum proceeds under the Fundraising are approximately £8.0 million (before expenses). The Issue Price of 29 pence per New Ordinary Share represents a discount of approximately 9.4 per cent to the price of 32 pence per share, being the Closing Price of the Company’s Ordinary Shares on 1 July 2013.

• be immediately earnings enhancing;
• make Yotta profitable – accelerating its platform for future growth;
• further improve Yotta’s visibility and recurring revenue base, benefiting from Mayrise’s annually recurring software revenues;
• extend Yotta’s product range, creating a complementary combined product and service offering;
•  increase the addressable market, opening up increased sales opportunities within Yotta’s core local authority customer base;
• accelerate Yotta’s Horizons Software-as-a-Service (“SaaS”) market penetration;
• extend the Horizons platform into the utilities market;
• provide opportunities to leverage and cross-sell Mayrise’s customer base; and
• secure additional value through skills sharing in support, development and training.

 Investment in OMG Life and Autographer

 The secondary purpose is to augment the Group’s working capital to allow the OMG Life business to exploit the current market opportunity for its first consumer product, Autographer, the world’s first intelligent, wearable camera.

The Directors believe that the additional money raised will help to exploit the Autographer opportunity to:

•  expand production volume capability to meet expected demand;
• augment working capital;
• establish first mover brand advantage; and
• accelerate market development.