THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

10 October 2023

Big Yellow Group PLC ("Big Yellow" or the "Company" and, together with its subsidiaries, the "Group")

Proposed capital raise

Big Yellow, the UK's brand leader in self storage, today announces its intention to raise gross proceeds of approximately £110 million (the "Capital Raise").

The Capital Raise is comprised of a proposed non-pre-emptive placing of new Ordinary Shares (the "Placing") to both existing shareholders and new institutional investors, and a separate offer made by the Company of new Ordinary Shares via the PrimaryBid platform (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"), to provide retail investors with an opportunity to acquire Retail Offer Shares. A separate announcement will be made shortly regarding the Retail Offer and its associated terms.

Highlights

§ Intention to raise gross proceeds of approximately £110 million to build out the Group's existing pipeline of stores

§ A number of factors have contributed to this decision:

o In May 2022, we suspended construction on all projects that were not already on site because conditions in the construction market were unfavourable. Those conditions have improved considerably

o We will press on with the construction of an initial six sites including Farnham Road, Slough, Wapping, Wembley, Queensbury, Staines, and Slough Bath Road, all of which have planning consent at an incremental cost of £90 million

o Subject to receipt of planning and vacant possession, construction will then follow in due course on the remaining sites we own at a further incremental cost of £147 million

o The projected net operating income of the increase in our total capacity of 902,000 sq ft when stabilised is £30.4 million representing an approximate 13% return on the incremental capital deployed

o On a proforma basis at stabilisation, the return for the 11 new stores and two replacement stores is approximately 8.7% on the total development cost, including land already expensed, of £389 million

o Trading conditions are explained in more detail below, but London has outperformed, and we have been encouraged by the performance of our new store at Kings Cross which has moved into profitability only four months after opening

o 11 of the 13 pipeline sites are in London, or within close proximity. The recently secured planning consent at Wapping brings us closer to our long-pursued strategy of ringing central London with large strategic stores

§ There is evidence that land prices have, and are, dropping materially and this will provide an opportunity to replenish the pipeline

§ We have made it clear for many years that we believe that a low level of debt is appropriate.  That belief has been reinforced by the rise in interest rates over the last 18 months. We believe it is therefore optimal that future capital expenditure over the medium term should be funded from equity, cash flow and surplus land and property sales

§ The Placing will be marginally earnings accretive in the short term and the Directors expect it to be significantly so over the medium to long term

§ The Executive Directors are expected to participate in the Placing with an aggregate subscription amount of £2.85 million

Trading Update

Revenue for the six months to 30 September 2023 is up 6%, with storage income up 7%, offset by lower growth in non-storage income. Our average occupied space for the period was down 1% from last year, with average rate growth of 8% (2022: 10%).  

Our demand and revenue growth in London and the South East, representing 74% of our revenue, has been stronger than that of our regional stores.

Occupancy across all 109 stores increased by 140,000 sq ft over the six months compared to a gain of 154,000 sq ft in the same period last year. Demand from domestic customers has been stronger than last year, up 133,000 sq ft. Business occupancy dropped by 1.6% or 31,000 sq ft, on 1.9 million sq ft occupied at the beginning of the period and student occupancy rose by 38,000 sq ft. Our larger rooms, which are occupied in the main by businesses, remain highly occupied, particularly in London. 68% of our revenue derives from domestic and student customers, with the balance from our business customers.

Like-for-like closing occupancy for the Big Yellow stores has increased to 84.6% from 83.1% at 31 March 2023, and is down 2.2 ppts from the same time last year. Closing occupancy, which includes the impact of new store openings and the Armadillo stores, was 81.4%. 

Property and Funding

The Group owns its assets largely freehold, representing some 99% by value of our portfolio, shielding us from historic rises in industrial and warehouse rents and allowing for high operating margins and operational advantages.

In addition, we view rent liabilities as quasi-debt. Once we have relocated our Farnham Road Slough and Staples Corner stores (the latter subject to planning) we expect our total rent liability to fall to approximately £1 million per annum.

Our net debt stands at £498.2 million, and in current circumstances we believe that it should not increase from this level, and preferably be lower, particularly in a higher interest rate environment. The net proceeds of the Placing will in the first instance reduce debt significantly and allow us to build out our sites with planning without increasing absolute levels of debt. Further funding should come from the sale of surplus land and property of approximately £90 million over the next 18 months, in addition to retained cash flow.

We are well progressed in refinancing our medium-term revolving credit facility and will report further when matters are concluded.  

Current Development Pipeline - With Planning

Current Development Pipeline - Without Planning

Commenting on the Placing, Nicholas Vetch CBE, Big Yellow's Executive Chairman, said:

"The net proceeds will allow us to expand capacity in London, our strongest market, and monetise land that we already own. It will also be marginally accretive to earnings in the short term, and the Directors expect it to be significantly so over the medium to long term.

We now have many years' experience of opening stores in London and towns proximate to it and therefore have good reason to believe that these stores will achieve profitability quickly and make a significant contribution to earnings. The replacement stores at Farnham Road, Slough and Staples Corner (subject to planning) will further reduce operational leverage as rent liabilities are extinguished.

We continue to have high conviction that REITs should be largely equity financed with low levels of debt and this Placing is a continuation of that strategy."

Details of the Placing

The Company intends to raise gross proceeds of approximately £110 million by way of a Placing with both existing shareholders and new institutional investors and a Retail Offer with retail investors in the UK.

The number of new ordinary shares of 10p each in the capital of the Company ("Ordinary Shares") to be issued pursuant to the Capital Raise will not exceed 18,429,865 Ordinary Shares, being the number of ordinary shares which the Directors are authorised to allot generally on a non pre-emptive basis pursuant to the shareholder authorities granted at the Company's most recent Annual General Meeting on 20 July 2023 and, which at that date, represented approximately 10% of the Company's issued share capital.

The Placing is being conducted through an accelerated bookbuild process ("Bookbuild") which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement.

Barclays Bank PLC, acting through its investment bank ("Barclays") and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("JPMC") have been appointed as Joint Global Coordinators and Joint Bookrunners in respect of the Placing.

The timing of the closing of the book, pricing and allocations is at the discretion of Barclays and JPMC. The number of new Ordinary Shares to be issued pursuant to the Placing ("Placing Shares") and the price at which the Placing Shares are to be placed (the "Placing Price") are subject to agreement between the Company and Barclays and JPMC at the close of the Bookbuild. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing will be made on a non-pre-emptive basis.

Prior to launch of the Placing, the Company consulted with a significant number of its top shareholders to gauge their feedback as to the terms of the Placing. Feedback from this consultation was supportive and as a result the board of directors of the Company ("Board") has chosen to proceed with the Placing. The Placing is being structured as a Bookbuild to minimise execution and market risk. The Board intends to apply the principles of pre-emption when allocating Placing Shares to those shareholders that participate in the Placing.

The Company has made an application to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares and the Retail Offer Shares to listing on the premium segment of Official List of the FCA (the "Official List") and to the London Stock Exchange for admission to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 13 October 2023 and that dealings in the Placing Shares and the Retail Offer Shares will commence at that time.

The Placing is conditional upon, amongst other things, Admission becoming effective and the placing agreement between the Company and Barclays and JPMC and dated today's date (the "Placing Agreement") becoming unconditional and not being terminated, in accordance with its terms. A description of the Placing Agreement can be found in the Appendix to this Announcement.

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.  

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. The person responsible for arranging for the release of this Announcement on behalf of the Company is John Trotman, Chief Financial Officer.

For further information, please contact:

Big Yellow                                                                                               01276 477 811

Nicholas Vetch CBE (Executive Chairman)

James Gibson (Chief Executive)

John Trotman (Chief Financial Officer)

Shauna Beavis (Company Secretary)

Barclays (Joint Global Coordinator and Joint Bookrunner)                          020 7623 2323

Bronson Albery

Tom Macdonald

Edouard Asselin

Dominic Harper

J.P. Morgan Cazenove (Joint Global Coordinator and Joint Bookrunner)     020 7742 4000

James A. Kelly

Paul Pulze

Virginie de Grivel Nigam

Roie Spitzer

Teneo

Charlie Armitstead                                                                                       020 7260 2700

IMPORTANT NOTICE

The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons coming into possession of this Announcement and/or any related communications should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

No offering document or prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required to be published in accordance with Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States, the United Kingdom or elsewhere.

The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

A prospectus qualifying the Placing Shares for distribution has not been, and will not be, filed with any securities commission or similar regulatory authority of any jurisdiction of Canada. No such authority has reviewed, expressed an opinion about or in any way passed upon the Placing or the Placing Shares, and it is an offence to claim otherwise. Any offering of the Placing Shares in Canada will be made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on exemptions from the requirements under applicable Canadian securities laws that the Company file and obtain a receipt for a prospectus for any distribution of securities. No offer of securities is made in Canada except to a person who has represented to the Company and each of the Joint Bookrunners (as defined below) that such person (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal, for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor. Any resale of Placing Shares into Canada or acquired by a Canadian investor in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction (both of the investor and the person to whom the Placing Shares are being resold), and may require that resales be made in accordance with Canadian prospectus requirements or pursuant to an available exemption therefrom. These resale restrictions may under certain circumstances apply to resales of Placing Shares outside of Canada.

This Announcement and the Placing of the Placing Shares as set out in this Announcement does not constitute, advertise or relate to an offer to the public (as defined in the South African Companies Act, No 71 of 2008, as amended (the "SA Companies Act")) for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, securities or an opportunity to invest in a collective investment scheme in South Africa (as contemplated in the South African Collective Investment Scheme Control Act, No 45 of 2002). In South Africa, the Placing Shares will only be offered to financial institutions and other persons who are referred to in section 96(1)(a) of the SA Companies Act, or persons who subscribe, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act ("SA Qualifying Investor"). Any person who is not a SA Qualifying Investor will not be entitled to acquire any securities offered for sale or subscription as described in this Announcement or otherwise act thereon. This Announcement does not, nor is it intended to, constitute a prospectus registered under the SA Companies Act and accordingly, does not comply with the substance and form requirements for prospectuses set out in the SA Companies Act and the South African Companies Regulations of 2011. No prospectus has been lodged with, or registered by, the South African Companies and Intellectual Property Commission. Nothing in this Announcement should be viewed, or construed, as "advice" as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended ("FMA") or "advice" and/or an "intermediary service" as those terms are used in the South African Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended (the "SA FAIS Act") and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. It is the responsibility of any SA Qualifying Investor to ensure they or it have obtained all required approvals in terms of the financial surveillance or "exchange control" regulations promulgated under the South African Currency and Exchanges Act, No 9 of 1933, and any rulings issued pursuant thereto.

No prospectus has been lodged or filed with, or registered by, the Australian Securities and Investments Commission, any securities commission or similar regulatory authority of any Canadian jurisdiction, the Japanese Ministry of Finance or the South African Companies and Intellectual Property Commission; and the Placing Shares have not been, and nor will they be, registered or qualified for public distribution under the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into, Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (Cth) ("Corporations Act") and will not be lodged with the Australian Securities and Investments Commission. No offer of shares is or will be made in Australia pursuant to this Announcement, except to a person who is a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act. If any shares are issued, they may not be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication is directed only at: (a) persons in a member state of the European Economic Area who are "qualified investors" (within the meaning of the EU Prospectus Regulation), (b) persons in the United Kingdom who are "qualified investors" (within the meaning of the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order; (c) persons in the United States, who are certain qualified institutional buyers ("QIBs") (as defined in Rule 144A under the US Securities Act of 1933, as amended (the "Securities Act")); (d) persons in Canada who are both "accredited investors" within the meaning of National Instrument 45-106 (or, in Ontario, section 73.3(1) of the Securities Act (Ontario), as applicable) and "permitted clients" within the meaning of National Instrument 31-103; (e) perons in Australia who are "sophisticated investors" or "professional investors" (within the meaning of sections 708(8), and 708(11), respectively, of the Australian Corporations Act 2001 (Cth) (the "Corporations Act")), being persons to whom an offer of securities can be made without a disclosure document under chapter 6D of the Corporations Act; (f) persons in the Republic of South Africa ("South Africa") who fall within the exemptions set out in sections 96(1)(a) or 96(1)(b) of the South African Companies Act, No 71 of 2008 ("SA Companies Act"); and (g) those persons to whom it may otherwise be lawfully communicated (all such persons referred to above being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

Each of Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("JPMC" and, together with Barclays, the "Joint Bookrunners") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Each of the Joint Bookrunners is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays or its affiliates or of JPMC or its affiliates, or for providing advice in relation to the Placing or any other matter referred to in this Announcement. None of the Joint Bookrunners or any of their respective affiliates is acting for the Company with respect to the Retail Offer.

This Announcement is being issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Joint Bookrunners or any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by either of the Joint Bookrunners.

This Announcement contains (or may contain) certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning or the negative thereof, include all matters that are not historical facts and reflect the Company's directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company, the Joint Bookrunners or any of such persons' respective directors, officers, employees, agents, affiliates or advisers assume any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this Announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price and value of securities can go down as well as up. Past performance of the Company cannot be relied on as a guide to future performance. Persons reading this Announcement are cautioned not to place undue reliance on such forward-looking statements.

In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants and contracts for difference) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Neither of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX (COLLECTIVELY, THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (II) WHO ARE HIGH NET WORTH ENTITIES OR OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED INVESTORS"); (C) IN THE UNITED STATES, CERTAIN QUALIFIED INSTITUTIONAL BUYERS ("QIBS") (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); (D) IN CANADA, PERSONS WHO ARE BOTH "ACCREDITED INVESTORS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 45-106 (OR, IN ONTARIO, SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE) AND "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103; (E) IN AUSTRALIA, PERSONS WHO ARE "SOPHISTICATED INVESTORS" OR "PROFESSIONAL INVESTORS" (WITHIN THE MEANING OF SECTIONS 708(8), AND 708(11), RESPECTIVELY, OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (THE "CORPORATIONS ACT")), BEING PERSONS TO WHOM AN OFFER OF SECURITIES CAN BE MADE WITHOUT A DISCLOSURE DOCUMENT UNDER CHAPTER 6D OF THE CORPORATIONS ACT; (F) IN THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA"), PERSONS WHO FALL WITHIN THE EXEMPTIONS SET OUT IN SECTIONS 96(1)(A) OR 96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT, NO 71 OF 2008 ("SA COMPANIES ACT"); AND (G) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON").

BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BIG YELLOW GROUP PLC (THE "COMPANY").

EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES (AS DEFINED BELOW).

The Placing Shares have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Placing Shares may not be offered or sold directly or indirectly in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws. There will be no public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act), pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

A prospectus qualifying the Placing Shares for distribution has not been, and will not be, filed with any securities commission or similar regulatory authority of any jurisdiction of Canada. No such authority has reviewed, expressed an opinion about or in any way passed upon the Placing (as defined below) or the Placing Shares, and it is an offence to claim otherwise. Any offering of the Placing Shares in Canada will be made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on exemptions from the requirements under applicable Canadian securities laws that the Company file and obtain a receipt for a prospectus for any distribution of securities. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Joint Bookrunners (as defined below) that such person (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal, for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor. Any resale of Placing Shares into Canada or acquired by a Canadian investor in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction (both of the investor and the person to whom the Placing Shares are being resold), and may require that resales be made in accordance with Canadian prospectus requirements or pursuant to an available exemption therefrom. These resale restrictions may under certain circumstances apply to resales of Placing Shares outside of Canada.

No prospectus has been lodged or filed with, or registered by, the Australian Securities and Investments Commission, any securities commission or similar regulatory authority of any Canadian jurisdiction, the Japanese Ministry of Finance or the South African Companies and Intellectual Property Commission; and the Placing Shares have not been, and nor will they be, registered or qualified for distribution under the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa.

The Placing of the Placing Shares as set out in this Announcement does not constitute, advertise or relate to an offer to the public (as defined in the SA Companies Act) for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, securities or an opportunity to invest in a collective investment scheme in South Africa (as contemplated in the South African Collective Investment Scheme Control Act, 2002). In South Africa, the Placing Shares will not be offered to any person in any manner which could be construed as an offer to the public in terms of the SA Companies Act and is only directed at financial institutions and other persons who are referred to in section 96(1)(a) of the SA Companies Act, or persons who subscribe, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act ("SA Qualifying Investor"). Any person who is not a SA Qualifying Investor will not be entitled to acquire any securities offered for sale or subscription as described in this Announcement or otherwise act thereon. The offering of the Placing Shares to SA Qualifying Investors is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in South Africa. This Announcement and the terms and conditions set out in this appendix do not, nor are they intended to, constitute a prospectus registered under the SA Companies Act and accordingly, do not comply with the substance and form requirements for prospectuses set out in the SA Companies Act and the South African Companies Regulations of 2011.  No prospectus has been lodged with, or registered by, the South African Companies and Intellectual Property Commission. Nothing in this Announcement should be viewed, or construed, as "advice" as that term is used in the FMA and/or the SA FAIS Act and nothing in this Announcement or pursuant to the Placing should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction in which such publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Barclays Bank PLC ("Barclays") or J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("JPMC" and, together with Barclays, the "Joint Bookrunners") or any of their respective affiliates or agents which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement is being issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Joint Bookrunners or any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

Each of the Joint Bookrunners is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matter referred to in this Announcement.

None of the Company, the Joint Bookrunners or their respective affiliates or agents makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees"), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

(A)       it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and

(B)       if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (i) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; or

(C)       if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons.

Persons (including without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and of the Placing Shares

The Joint Bookrunners and the Company have today entered into a placing agreement (the "Placing Agreement") under which, subject to the terms and conditions set out therein, each of the Joint Bookrunners has agreed, severally and not jointly or jointly and severally, that it will, as agent for and on behalf of the Company, use its reasonable endeavours to procure Placees for new ordinary shares of 10 pence each in the share capital of the Company (the "Placing Shares"), with the number of Placing Shares and price per Placing Share (the "Placing Price") to be determined following completion of the Bookbuild (as defined below) and, to the extent any Placee defaults in paying the Placing Price in respect of any of the Placing Shares allocated to it, to itself as principal subscribe for the Placing Shares at the Placing Price (the "Placing").

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each in the share capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue.

Applications for listing and admission to trading

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. (London time) on 13 October 2023 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1.         Each of Barclays and JPMC is acting as a joint global coordinator and joint bookrunner and agent of the Company in connection with the Placing.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids in the Bookbuild as principal.

3.         The Bookbuild, if successful, will establish a single price per Placing Share payable to the Joint Bookrunners, as agents for and on behalf of the Company, by all Placees whose bids are successful. The Placing Price and the final number of Placing Shares will be determined by the Company (in consultation with the Joint Bookrunners) following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FCA. The Placing Price and the final number of Placing Shares to be issued will be announced via a Regulatory Information Service ("RIS") following the completion of the Bookbuild.

4.         To bid in the Bookbuild, prospective Placees should communicate their bids by telephone or in writing to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to each of the Joint Bookrunners, as agent for and on behalf of the Company, to pay it in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot.

6.         The Bookbuild is expected to close no later than 7.00 a.m. (London time) on 11 October 2023 but may be closed earlier or later at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7.         Each prospective Placee's allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed orally or in writing by the relevant Joint Bookrunner (as agent for and on behalf of the Company) following the close of the Bookbuild and a trade confirmation will be despatched thereafter. This oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.

8.         The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each Placee of an investor representation letter in the form provided to it by the relevant Joint Bookrunner.

9.         Each of the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Each of the Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, and subject to prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

10.       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

11.       Except as required by law or regulation, no press release or other announcement will be made by either of the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.       All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13.       By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.

14.       To the fullest extent permissible by law, none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of each of the Joint Bookrunners under the Placing Agreement are conditional on, amongst other things:

1.         agreement being reached between the Company and the Joint Bookrunners on the Placing Price and the final number of Placing Shares to be issued pursuant to the Placing;

2.         in the opinion of the Joint Bookrunners (acting in good faith), the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission by reference to the facts and circumstances then subsisting, save to the extent, in the absolute discretion of the Joint Bookrunners and after such consultation with the Company as the Joint Bookrunners may deem appropriate, any breach of a representation or warranty is not material;

3.         the fulfilment by the Company of its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission, save to the extent, in the absolute discretion of the Joint Bookrunners, the failure to fulfil any such obligation is not material;

4.         the Company allotting, subject only to Admission, the Placing Shares to the Placees in accordance with the Placing Agreement;

5.         in the opinion of the Joint Bookrunners (acting in good faith) and after such consultation with the Company as the Joint Bookrunners may deem appropriate, no material adverse change having occurred between the date of the Placing Agreement and Admission; and

6.         Admission occurring not by not later than 8.00 a.m. (London time) on 13 October 2023 (or such later date as may be agreed by the Company and the Joint Bookrunners, being not later than 31 October 2023).

The Joint Bookrunners have discretion to waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement and/or agree an extension in time for their satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or, where permitted, waived or extended in writing by the Joint Bookrunners, by the time or date specified (or such later time and/or date as the Company and the Joint Bookrunners may agree); or (ii) any of such conditions become incapable of being satisfied; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

None of the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of each of the Joint Bookrunners.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled, at their absolute discretion, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company if, amongst other things:

1.         any of the conditions to the Placing Agreement have not been satisfied or (where permitted) waived or have become incapable of satisfaction;

2.         in the opinion of the Joint Bookrunners (acting in good faith), any of the Company's representations and warranties are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time and, in the absolute discretion of the Joint Bookrunners and after such consultation with the Company as the Joint Bookrunners may deem appropriate, any such breach of representation or warranty is material;

3.         in the opinion of the Joint Bookrunners (acting in good faith), the Company has not fulfilled its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission, and to the extent and, in the absolute discretion of the Joint Bookrunners and after such consultation with the Company as the Joint Bookrunners may deem appropriate, the failure to fulfil any such obligation is material;

4.         it shall come to the notice of the Joint Bookrunners that any statement contained in any of the press announcements or the management presentation is or has become untrue or incorrect or misleading, or any matter has arisen, which would, if the Placing were made at that time, constitute an omission from the press announcements or the management presentation or an omission from or misleading inaccuracy in the company disclosure, or any of them, which in the good faith opinion of the Joint Bookrunners, and after such consultation with the Company as the Joint Bookrunners may deem appropriate, is material;

5.         since the date of the Placing Agreement, there has been a material adverse change; or

6.         there has occurred a force majeure or market disruption event as specified in the Placing Agreement which, in the opinion of the Joint Bookrunners (acting in good faith) and after such consultation with the Company may deem appropriate, is of such magnitude or severity as to make it impracticable or inadvisable to proceed with the Placing or may adversely impact dealings in the Placing Shares following Admission or is likely materially and adversely to affect the price at which the Placing Shares are traded on the London Stock Exchange.

Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise or non-exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of each of the Joint Bookrunners, that neither of the Joint Bookrunners need to make any reference to, consult with or seek consent from the Placees in this regard and that none of the Company, the Joint Bookrunners or any of their respective directors, officers, employees, agents or affiliates shall have any liability to Placees whatsoever in connection with any exercise or failure to exercise any right of termination or other discretion.

Restriction on further issue of securities

The Company has agreed with the Joint Bookrunners that it will not, and will procure that none of its subsidiaries will (save as required by law or the rules or standards of the London Stock Exchange, the Listing Rules or the UK version of EU Regulation No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended), without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed), between the date of the Placing Agreement and 90 days after the date of Admission, directly or indirectly allot or issue new Ordinary Shares, subject to customary exceptions agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to such undertaking shall be within the absolute discretion of the Joint Bookrunners, and that they do not need to make any reference to, consult with, or seek consent from, Placees and that the Joint Bookrunners shall have no liability to Placees whatsoever in connection with any such exercise (or failure to exercise) of the power to grant consent.

No prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement released by the Company today and any information publicly announced to a RIS by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note/trading confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other publicly available information previously and simultaneously published by the Company by notification to a RIS is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Joint Bookrunners or any other person and none of the Company, the Joint Bookrunners or any of their respective directors, officers, employees, agents or affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0002869419) following Admission will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means that they deem necessary, if delivery or settlement is not possible or practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note/trading confirmation stating the number of Placing Shares to be allocated to it at the Placing Price, the amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner. It is expected that such contract note/trading confirmation will be despatched on or around 11 October 2023 and that this will also be the trade date.

The Company will deliver the Placing Shares to a CREST account operated by JPMC as the Company's agent and JPMC will enter its delivery (DEL) instruction into the CREST system. JPMC will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 13 October 2023 on a delivery versus payment basis in accordance with the instructions set out in the contract note/trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners (as agents for and on behalf of the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty, or stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note/trading confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Joint Bookrunners or the Company shall be responsible for the payment thereof.

Placees shall not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties and further terms

By submitting a bid and/or participating in the Placing each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Joint Bookrunners (in its capacity as a joint bookrunner and placing agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

(a)        it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and it has not relied on, and will not rely on, any other information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

(b)        no offering document, or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

(c)        (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a RIS by or on behalf of the Company simultaneously with or prior to the publication of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and the Company is therefore required to publish certain business and financial information in accordance with the market abuse regulation (EU No. 596/2014) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), and the rules and practices of the FCA and the London Stock Exchange (collectively and together with the Publicly Available Information, the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

(d)       that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners or any of their respective affiliates or any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by any of the Joint Bookrunners or the Company and none of the Joint Bookrunners or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Joint Bookrunners or any of their respective affiliates have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

(e)        none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, to it any material regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested that any of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

(f)        (i) either (A) it is not within the United States, will not be within the United States at the time that any buy order for Placing Shares is originated by it and is acquiring the Placing Shares in an "offshore transaction" within the meaning of and pursuant to Regulation S and not as a result of any form of "directed selling efforts" as defined in Regulation S; or (B) it is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("QIB") that has delivered to the Company and the Joint Bookrunners an investor representation letter in the form provided to it and is not acquiring the Placing Shares as a result of any "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act; and (ii) any Placing Shares it acquires will be for its own account (or for the account to which it exercises sole investment discretion) for investment purposes, and not with a view to distribution or resale, directly or indirectly, in or into the United States or otherwise in violation of the United States securities laws;

(g)        unless otherwise specifically agreed with the Joint Bookrunners, it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan or South Africa or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares and it further acknowledges that the Placing Shares have not been and will not be registered or qualified for public distribution under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any other jurisdiction where any such action for that purpose is required;

(h)        if it has received any inside information (as defined under UK MAR) about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK MAR, prior to the information being made publicly available;

(i)         it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

(j)         it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(k)        if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (i) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

(l)         if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

(m)       that any offer of Placing Shares may only be directed at persons in the UK who are UK Qualified Investors and it represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to UK Qualified Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

(n)        that any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and it represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to EU Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

(o)        it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by either of the Joint Bookrunners in their respective capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

(p)        it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

(q)        if in the United Kingdom, it is a qualified person (within the meaning of the UK Prospectus Regulation) and is a person (i) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who is a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom this Announcement may otherwise lawfully be communicated;

(r)        if in Australia, it is a person who is a "sophisticated investor" or "professional investor" (within the meaning of sections 708(8), and 708(11), respectively, of the Corporations Act, being a person to whom an offer of securities can be made without a disclosure document under Chapter 6D of the Corporations Act, and it will not offer for sale (or transfer, assign or otherwise alienate) Placing Shares to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act;

(s)        if in Canada, it: (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal , for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor; and (iv) will provide such information regarding the Placee as may be required to enable the Company and/or the Joint Bookrunners to comply with any filing obligations under applicable Canadian securities laws in respect of a sale to the Placee of any Placing Shares;

(t)        if in South Africa, it is a financial institution or other person who is referred to in section 96(1)(a) of the SA Companies Act, or a person who has subscribed, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act;

(u)        if it is an institutional investor for the purposes of the Currency and Exchanges Act 9 of 1933 ("Exchange Control Restrictions"), specifically: (i) a retirement fund or a long-term insurer, then the aggregate value of its Placing participation at the Placing Price does not and will not exceed 25% of the aggregate value of its retail assets, calculated in accordance with the Exchange Control Restrictions; or (ii) a collective investment scheme management company, or investment manager registered as an institutional investor with the Financial Surveillance Department, then the aggregate value of its Placing participation at the Placing Price does not and will not exceed 35% of the aggregate value of its retail assets, calculated in accordance with the Exchange Control Restrictions; and (iii) it has complied in all respects with the prudential regulations administered by the Financial Sector Conduct Authority of South Africa;

(v)        if resident in or registered under the laws of South Africa: (i) it accepts and acknowledges that this Announcement is not a registered prospectus (as that term is defined in the South African Companies Act) and will not be filed or registered with the South African Companies and Intellectual Property Commission or any other regulator in South Africa; (ii) it is one or more of the persons or entities referred to in section 96(1) of the South African Companies Act; and (iii) the Company will not be a registered collective investment scheme under the South African Collective Investment Scheme Control Act No. 45 of 2002 ("CISCA"), and nothing in this Announcement should be construed as constituting an opportunity to invest in a collective investment scheme in South Africa;

(w)       no action has been or will be taken by either the Company or either of the Joint Bookrunners or any person acting on behalf of any of them that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

(x)        neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty reserve tax under any sections 67,70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

(y)        (i) it is acting as principal in respect of the Placing and has the power and authority to carry on the activities in which it is engaged, to subscribe for Placing Shares and to execute and deliver all documents necessary for such subscription; and/or (ii) if it is acting for any other person (A) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (B) it is and will remain liable to the Company and each of the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

(z)        (i) it and any person acting on its behalf has the funds available to pay for and is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in either of the Joint Bookrunners, the Company or any of their respective affiliates, directors, officers, agents, employees or advisers acting in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any jurisdiction in connection with the Placing; and (iv) the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

(aa)      it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

(bb)      it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement, including this Appendix, on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

(cc)      its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that either of the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(dd)     the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and each of the Joint Bookrunners in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of a Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(ee)      the Placing does not constitute a recommendation or financial product advice and neither of the Joint Bookrunners has had regard to its particular objectives, financial situation and needs;

(ff)       the Placing does not constitute "advice" as that term is used in the FMA and/or the SA FAIS Act and should not be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa;

(gg)      none of the Joint Bookrunners, any of their respective affiliates, agents, directors, officers or employees, or any person acting on behalf of any of them, is making any recommendations to it or, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners and that neither of the Joint Bookrunners has any duties or responsibilities to it for providing the protections afforded to the Joint Bookrunners' respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right or other discretion;

(hh)      that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of either of the Joint Bookrunners, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, either of the Joint Bookrunners, any of their respective affiliates or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;

(ii)        in connection with the Placing, each of the Joint Bookrunners and their respective affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of the Joint Bookrunners or their respective affiliates acting in such capacity. In addition, each of the Joint Bookrunners may enter into financing arrangements (including swaps, warrants and contracts for difference) with investors in connection with which the Joint Bookrunners or their respective affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

(jj)        that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right to take up a portion of the securities in the Placing as a principal position at any stage at their sole discretion and will, inter alia, take account of the Company's objectives, MiFID II requirements and/or their allocation policies;

(kk)      its commitment to acquire the Placing Shares on the terms set out herein and in the contract note/trading confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consents be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

(ll)        terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

(mm)    the Company, each of the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are given to each of the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and each of the Joint Bookrunners to produce this announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and the Joint Bookrunners;

(nn)      it will indemnify on an after-tax basis and hold the Company and each of the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

(oo)      none of the Company or the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;

(pp)      where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account; and

(qq)      if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations.

The foregoing acknowledgements, confirmations, undertakings, representations and warranties are given for the benefit of each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on behalf of any of them) and are irrevocable.

No claim shall be made against the Company, the Joint Bookrunners or any of their respective affiliates or any person acting on behalf of any of them by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes and is based on the warranty from each Placee that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or either of the Joint Bookrunners will be responsible and the Placees shall indemnify on an after-tax basis and hold harmless the Company and each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

None of the Company or the Joint Bookrunners is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees from any and all such stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines or penalties relating thereto).

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, either of the Joint Bookrunners or their respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount) there shall remain a sum equal to the amount that would otherwise have been so payable.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with a Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of their own business and the Placee will rank only as a general creditor of the Joint Bookrunners.

All times and dates in this Announcement may be subject to amendment by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

(a)        if he or she is an individual, his or her nationality; or

(b)        if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.