EFTA02384942.pdf

From: Richard Joslin Sent: Monday, December 1, 2014 4:13 PM To: Jeffrey E. Subject: FHS The proposed transaction perimeter takes place at th= PPL Press Limited (PPL) Group level. This Group includes a Swiss subsidia=y, FHS Limited, which acts as a service company for the current owner and =ills his consulting services to the main trading company. This subsidiary will be carved out of the Group unde= a transaction and the net assets will be excluded from the completion bal=nce sheet at closing. Net assets are currently estimated by management c. =t but NWC at Jun-12 was (E49k). FHS costs relate to FHS Service SAGL ("FHS"=), a legal entity incorporated in Switzerland. FHS is a subsidiary of the =roup and is used primarily as a vehicle for Richard Schlagman to recharge =is office services to PPL. Management have represented that the on-going PPL business can trade without any of the se=vices provided by FHS (other than one designer, the cost of which is inclu=ed before EBITDA) and therefore these costs are considered exceptional Richard Joslin CFO Elysium Management LLC 445 Park Ave Ste. 1401 New York, NY 10022 1 EFTA_R1_01402896 EFTA02384942