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MBH Corporation: Agreement to purchase entire issued share capital in Lara Group plc has been executed today.

Tunbridge Wells, Kent, 20th July 2018 (pta015/20.07.2018/16:50 UTC+2) ,

- MBH Corporation plc ("MBH") executed the Share Purchase Agreement to purchase entire issued share capital in Lara Group plc ("Lara Group") today.
- MBH Corporation plc to offer shareholders a total consideration of £11,673,366 (EUR 13,369,170).
- In addition, the acquisition terms include an earn-out consideration for the shareholders of Parenta and Acacia subject to certain performance criteria,
- The transaction will require the creation of 13,369,170 new ordinary shares.
- For the year ended 31 December 2017, Lara Group recorded revenue of £8.5m in and an EBITDA of £2.1m.
- The acquisition commences the expansion strategy of MBH Corporation plc to add profitable and well-managed private businesses to the Education sector of MBH.

MBH Corporation plc ("MBH") entered into a share purchase agreement with Lara Group plc ("Lara") today for the acquisition of a 100% stake in Lara, a public limited company incorporated under the laws of the United Kingdom, together with its wholly owned subsidiaries which includes Parenta Training Ltd, Parenta Group Ltd and Acacia Training Ltd. This transaction was agreed with the purchase price of EUR 13,369,170. The purchase consideration will be settled through an issue of 13,369,170 ordinary shares.

Lara Group plc ("Lara") is an education services company, delivering services across the education services value chain, including vocational training (childcare, business administration, team leading, healthcare, social care and management) and early years management software. The acquisition of Lara has two primary income streams which are based around software and vocational training and are delivered through two brands (namely Parenta and Acacia).

Callum Laing, Non-Executive Chairman of MBH Corporation commented:
"We are excited to announce the acquisition of Lara Group today. Lara will form the cornerstone to MBH's Education vertical, fitting our cultural, strategic and financial parameters. Not only is it a fantastic company, it comes with a highly experienced and qualified management team which will offer benefits across the whole MBH Group. We welcome them and look forward to watching them execute their growth plans as part of the MBH group!"

Allan Presland, CEO of Lara Group & Parenta commented:
"On Behalf of the Lara Board, we are delighted to execute the agreement for the acquisition of Lara by MBH. We look forward to becoming part of the MBH family and contributing to the whole group."

Founded in 1999, Parenta is an education services business based in Kent, United Kingdom, delivering services in vocational training, and specialist SaaS software providing management tools to nurseries and creches. Lara's CEO, and founder of Parenta, Allan Presland, is also the author of the Amazon best-selling book, Improving the Business of Childcare, and holds an MBA, a degree in engineering and a degree in Marketing. He is also the founder of the Parenta Trust, a charity building schools in Africa.

Acacia is an independent training provider based in Stoke-on-Trent, United Kingdom, which has been operating for 17 years delivering vocational qualifications across England as a prime provider with the Education and Skills Funding Agency ("ESFA"). Founder and Managing Director of Acacia, Victoria Sylvester, holdings a number of qualifications including BSc Open Degree (Business/Finance/HSC), Teaching qualifications, childcare, management & degree level certificate in Terrorism Studies (radicalisation/de-radicalisation/human rights.)

Victoria Sylvester - Managing Director of Acacia Training Limited commented:

"Our experience since joining Lara has been nothing but positive. The model completely fits where we are as an organisation and where we want to be in the future. Lara is supporting us to grow and develop the business to the next level whilst being part of a broader and more diverse team who all bring skills, knowledge, resource and expertise to facilitate this development. The vision, culture and ethos of Lara is a really important part of the agglomeration model, and our experience is that they are delivering on their promises and value our contribution, and opinions, with regards to the strategic direction of Lara and how as a team we are working together."

The acquisition commences MBH's strategy of acquiring established and profitable companies and Lara will be the cornerstone company for the Education vertical. The parties have agreed on the confidentiality of the conditions and terms of the acquisition.

About MBH Corporation PLC
MBH Corporation PLC is a diversified investment holding company, listed on the Börse Düsseldorf/ Dusseldorf Stock Exchange. The company focus is acquiring small to medium enterprises across multiple geographies and sectors that are well established, profitable, and looking for resources to scale.

Through leveraging the resources of the group, MBH is able to offer shareholders an investment strategy which focuses on industries and companies that are due for consolidation and primed for substantial growth.
For more information, please visit: www.mbhcorporation.com

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Emitter: MBH Corporation
Number 22, Mount Ephraim
TN4 8AS Tunbridge Wells, Kent
United Kingdom
Contact Person: Eva Reuter
Phone: +49 251 980 1560
E-Mail: e.reuter@dr-reuter.eu
Website: www.mbhcorporation.com
ISIN(s): GB00BF1GH114 (Share)
Stock Exchange(s): Free Market in Dusseldorf
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