THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CHAMBERLIN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CHAMBERLIN PLC.

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

2 February 2022

Chamberlin plc

("Chamberlin", the "Company" or the "Group")

Proposed Placing and Subscription to raise £1.8 million

and

Notice of General Meeting

Chamberlin plc (AIM: CMH.L), the specialist castings and engineering group, is pleased to announce that it has conditionally raised £1.8 million (before expenses), pursuant to a placing of 30,133,333 new Ordinary Shares of 0.1p each (the "Placing Shares") at a placing price of 5 pence per share (the "Placing Price") with institutional and other investors (the "Placing") and a subscription for 5,866,667 new Ordinary Shares (the "Subscription Shares") at the Placing Price by Trevor Brown, Executive Director (the "Subscription"), (the Subscription Shares together with the Placing Shares, the "New Ordinary Shares" and the Subscription and the Placing, together, the "Fundraising"). 

Cenkos Securities plc ("Cenkos Securities") and Peterhouse Capital Limited ("Peterhouse") acted as joint bookrunners to the Placing ("Joint Bookrunners").

The Placing Price represents a discount of 31 per cent. to the closing mid-market price of 7.25 pence per Ordinary Share on 1 February 2022 (being the last practicable date before the release of this announcement).

The Company will today be posting a circular to Shareholders ("Circular") detailing the Placing and Subscription and convening a general meeting ("General Meeting") at which certain resolutions to enable the Fundraising to proceed will be proposed ("Resolutions"). The General Meeting will be held at 10.00 a.m. on 18 February 2022 at the Company's offices at Chuckery Road, Walsall, West Midlands WS1 2DU (pre-registration will be required for Shareholders to attend). The Circular will be available to view on the Company's website shortly at https://www.chamberlin.co.uk/investors/shareholder-information/shareholder-circulars. Capitalised terms in this announcement shall have the same meaning as in the Circular.

The Fundraising is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of such allotment of the New Ordinary Shares.

As announced on 16 September 2021, the Company commenced a review of the use of its substantial property assets with the objective of strengthening the balance sheet and improving operational and investment returns from Group resources. This review continues and the Board remains focused on ensuring that the Group has the necessary resources to deliver on its growth strategy.

The additional funds from the Placing and Subscription are expected to enable the Company to execute its strategy and will strengthen the Company's balance sheet, giving it more flexibility to manage and achieve its optimum financial position.

If the Placing and Subscription do not proceed, it will not be possible to pursue the Company's strategy and the Board would be required to consider alternative options for the Company in the context of very limited resources.

The Placing and Subscription requires authority to be granted to the Directors to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of such allotment of New Ordinary Shares. Consequently, unless the Resolutions are passed by Shareholders at the General Meeting, the Placing and Subscription will not be able to complete.

1.            Background to the Company and Current Trading

The Group is an established foundry and engineering group operating across three subsidiaries:

Chamberlin & Hill Castings Ltd - Casting Facility and Machining Facility

Chamberlin & Hill Castings Ltd, based in Walsall, comprises a cast iron foundry that has been trading for over 130 years, complemented by a highly technologically advanced automated CNC machining facility. The division's products are supplied to a range of sectors such as automotive, construction, general engineering, fitness, cookware, highways, heating and hydraulics.

Until recently, the division was a major Tier 1 and Tier 2 supplier to the automotive sector, focusing primarily on the European turbocharger market. On 16 December 2020, the Company announced that it had received notice from its major customer, BorgWarner Turbo Systems Worldwide Headquarters GmbH ("BorgWarner"), of its intention to cancel all contracts with effect from 22 January 2021. This arose from a strategic decision by BorgWarner to rationalise a number of UK and European supply chain partners and to source its products from the Far East. In addition, the COVID-19 pandemic has presented global challenges to trading conditions, including escalating raw material costs, supply chain shortages and a slowdown in the automotive industry due to widely publicised electronic control unit (ECU) availability. In the short-term, the management team have responded by reducing costs, improving efficiencies, and optimising pricing to improve margins and restore sustainable profitability. As a consequence, Chamberlin had a difficult period financially for the 14 months ended 31 May 2021 ("FY21") and took the decision to change its year-end to May to allow the Group to complete its restructuring programme and to trade under the revised cost and organisation structure from 1 June 2021. The Group recorded a disappointing £10.4 million loss before tax in FY21 after significant one-off losses of £7.2 million almost entirely due to the loss of the BorgWarner contracts which were mainly non-cash.

In order to address these challenges, the Board has embarked upon a clear and focused strategy to adapt to these changing conditions by directing resources to new product lines in order to reduce reliance on the automotive industry. The Board's aim over the medium term remains to replace the majority of the Group's traditional, low margin contract-based production, with much higher margin, premium consumer products in markets with a strong opportunity for growth and where the Group can innovate, control distribution and sales to effect real and sustainable growth in revenue and profits. H1 FY2022 operational performance significantly improved compared to the prior year period with the Group delivering revenue of £8.0 million (H1 FY2021: £11.0 million) and a profit after tax of £0.1 million (H1 FY2021: £0.7 million loss) for the first time in five years.

The Board is now confident it has the platform from which to take the business to the next level. The initial product ranges at Chamberlin & Hill Castings have been launched under new E-commerce brands, Iron Foundry Weights ("IFW") and Emba cookware, and both have a pipeline of new products under development at the design or prototype stage. The product ranges at IFW and Emba are sustainably produced from 100 per cent. recycled materials. The Group is seeking to utilise capacity at its advanced machining facility by manufacturing the Company's non-cast iron fitness products whilst also targeting potential new customers in the medical technology sector. The Group have seen an increasing number of opportunities arising from companies re-shoring manufacturing to the UK from overseas.  With the Group having one of only 5 DISAMATIC automated moulding foundries in the UK capable of producing high volume, globally competitive cast iron products, the Board is confident that the Group has the capacity, in-house design and engineering expertise and reputation for high-quality products, to enable the business to grow revenues and profit over the medium term.

In Chamberlin & Hill Casting's traditional engineering markets, uncertainty continued throughout Q4 2021 regarding the global availability of micro-chips for the automotive sector. Despite signs of strong consumer demand for new cars, the pace of the recovery in volumes to pre-COVID-19 pandemic levels cannot be estimated with any degree of certainty. Although the Group's existing high-volume programmes are subject to factors outside of its control, the Group's reputation for quality and delivery has ensured that it continues to be nominated for prestigious low-volume programmes at attractive margins. In the UK construction sector, the Group continues to improve its order book by remaining competitive on price and providing a reliable, quality UK based solution to supply chain disruptions. The CNC machining division of Chamberlin & Hill Castings has taken some important steps towards re-building its customer base and backfilling idle capacity. The appointment of two new members to the commercial team and the recent nomination for a second diesel generator component programme give the management team confidence in a robust recovery. In a further development that enables the Company to continue to transition away from its legacy issues, the Company confirms that it signed a settlement agreement with BorgWarner (and affiliates) in full and final settlement of all claims in relation to the early termination of contracts in December 2020 under which the Company has now received a payment of €200,000.

Russell Ductile Castings Ltd

Russell Ductile Castings Ltd ("RDC"), the Group's Scunthorpe based foundry, produces specialised castings in a variety of iron types and grades, ranging from 10kg - 7,000kg and steel castings from 10kg - 1,000kg used in various industrial applications including power generation, oil & gas pumps and valves, steel production, railways and construction. In addition, the division produces specialist complex castings for components such as gas turbine components, suspension system castings and furnace oven doors. The Directors believe that RDC has a strong technical capability and a reputation for quality and delivery.

RDC has key clients across a diverse range of markets such as waste, power, energy and steel manufacture include: Siemens Industrial Turbomachinery, IESA (British Steel), Saint Gobain, Carnaud Metalbox, Johnson Matthey and Ham Baker Group.

Petrel Ltd

Petrel Ltd is the Group's hazardous area-light manufacturer and distributor with customers being supplied with ATEX approved products throughout the UK, EU and International markets in key sectors including oil & gas, petrochemical, marine and defence. The Group is looking to upgrade its current product range whilst developing additional product lines driven by continued demand for the switch to LED lighting and new technologies.

Key clients include SA Equipment, Edmundsens Electrical, City Electrical Factors, BAE Systems, Dron & Dickson, Rexel UK and Babcock.

2.            Background and Reasons for the Fundraising and Use of Proceeds

Chamberlin & Hill Castings Ltd - Casting Facility and Machining Facility ("CHC")

The IFW weights brand was launched in May 2021 and significant interest has been generated in the product range from a number of well-respected fitness industry market participants. Although IFW was initially successful from direct selling to the consumer, the Board believe that more lucrative opportunities will derive from partnerships or commercial arrangements with established businesses in the fitness industry, where the Group can offer high-quality, bespoke UK made products that have a significantly reduced carbon footprint compared to products imported from overseas. Chamberlin has the existing capability to not only design and manufacture cast iron fitness products but is also actively investing in repurposing its state-of-the-art machining facility to be able to produce its new range of steel precision machined "indestructible" dumbbells, with its unique "Shrink-Fit" assembly technology. The UK market for gym equipment is leading demand in Europe and examples of companies experiencing significant growth in this market are Primal Strength, Rogue Fitness and Watson Gym Equipment. The global gym equipment market is predicted to grow at 11% CAGR between 2021 and 2027. Current sales of global strength training equipment are estimated at $4 billion (30% Europe) (Source: gminsights.com).

The launch of the Group's Emba cookware range at the BBC Good Food Show at the end of November 2021 was particularly well received by consumers, who provided positive validation of both the quality of the Emba products and the potential level of interest in premium, UK made cast iron cookware. With the initial product range launched and direct access to the products available through the Group's Emba cookware website (embacookware.co.uk) as well as via Amazon, the Group is now embarking on more penetrative marketing strategies for sales direct to consumers, together with targeted marketing to businesses. The Directors believe that Chamberlin has a compelling opportunity in the growing UK cast iron cookware market to acquire market share as the sole UK based foundry manufacturer and distributor of many of these products. With the in-house capability to design, manufacture and distribute new products into a global marketplace, the Board firmly believe that further development and investment in Emba cookware will position the brand to be a material contributor to growth over the coming months and years. In 2020, the UK cookware market was estimated at £940 million and examples of companies experiencing significant growth in this market are Pro-Cook, Lodge Cast Iron, Finex and Le Creuset. Current sales of cast iron cookware are estimated at $2.6 billion globally and the cast iron cookware market is predicted to grow at 3.2% CAGR between 2020 and 2027 (Source: Researchandmarkets.com).

With the net proceeds of the Fundraising detailed below, the Company is seeking to design, tool and bring to market a number of new IFW and Emba cookware direct-to-consumer products in 2022 which requires the installation of certain new plant and equipment at CHC. In addition, the Group will strengthen its sales resources in its commercial team, in particular at CHC's advance machining facility, in order to attempt to penetrate the medical device/precision implant market and open new routes to market via remanufacturing services and aftermarket product design/production. The Group will also increase targeted advertising, PR, dedicated social media and digital marketing in line with its growth strategy.

Russell Ductile Castings Ltd

RDC has enjoyed a particularly successful 12-18 months, driven by a burgeoning order book and growing pipeline of opportunities. The main driver for this success has been a combination of reduced competition in the UK as a number of competitor foundries have been forced out of business and, more recently, an increasing desire from UK customers to source products from the UK rather than overseas due to the often prohibitive transportation costs, excessive lead times and the impact on the global environment. This market shift has resulted in substantial orders from new customers in recent months, including the recently announced £0.8 million contract for a London infrastructure project, and the division is currently operating with a full order book providing optimism for H2 FY2022. The Board are seeking to take advantage of this current set of circumstances by embarking on a programme to expand both the production capacity by 30-40 per cent. and the types of product that can be manufactured at RDC's facilities to exploit new growth opportunities, including in the offshore and green energy generation markets. Building on RDC's recent successes is a key priority for the Board and includes actively exploring strategic opportunities to design and manufacture its own products and expand into new markets outside of the UK.

With the net proceeds of the Fundraising detailed below, the Company is seeking to design, tool and bring to market a direct-to-end-user product range, initially focusing on the tidal and offshore wind power markets, as well as increasing foundry production capacity. The proceeds of the Fundraising will also enable the Group to develop and upgrade RDC's sand system to enable the production of a more diverse range of casting materials and to increase RDC's commercial resources to further penetrate the rapidly growing renewable energy market and develop access to the EU market.

Petrel Ltd

Petrel has also continued to go from strength to strength in the last 12 months. Orders have recovered from the COVID-19 induced low in the first half of 2020, with significant new orders secured, particularly in the defence and shipping sectors. Management have quickly identified a market shift towards the online distribution of its products and in recent months has developed significant commercial agreements with key online market participants that will enable Petrel to maintain its revenue growth potential. A further example of Petrel's ability to respond to market needs was the launch in October 2021 of a new portable product hire service. Petrel delivered a strong operating result in H2 FY2021 which has continued into the current financial year. Petrel has developed a pipeline of new and innovative products that can be brought to market swiftly and potentially move Petrel into a market leading position. Management are also investigating the provision of additional services (such as warranty, inspection and service) to its customers that have a significant installed base of Petrel products. In addition, management continue to review and update Petrel's existing product range through in-house design and manufacture of new products as new technology evolves.

With the net proceeds of the Fundraising detailed below, the Company is seeking to both develop and launch a new range of products and to upgrade Petrel's existing products in order to increase market share and to defend its market position against competitors. In addition, the Group will seek to exploit opportunities with Petrel's legacy installed product base through the upgrade of obsolete fluorescent lighting to LED lighting whilst also seeking expansion into the harsh environment, export, rail and marine markets.

The Group has conditionally raised gross proceeds of £1.8 million by way of the Placing and the Subscription and expects to deploy the net proceeds (as described above) as follows:

·           50 per cent. to fund investment in strategic growth initiatives and capacity expansion; and

·           50 per cent. to strengthen the balance sheet and provide the Group with additional working capital.

4.         Details of the Placing and Subscription

The Company has conditionally raised £1.8 million (before expenses), pursuant to a placing of 30,133,333 Placing Shares at the Placing Price with institutional and other investors and a subscription for 5,866,667 Subscription Shares at the Placing Price by Trevor Brown, Executive Director (the "Fundraising"). 

The Placing has not been underwritten and is conditional, inter alia, upon:

a)             the placing agreement between the Company, Cenkos and Peterhouse (the "Placing Agreement") becoming unconditional in all respects other than admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies ("Admission") and not having been terminated in accordance with its terms;

b)            the passing of the Resolutions at the General Meeting; and

c)             Admission of the Placing Shares occurring by not later than 8.00 a.m. on 21 February 2022 (or such later time and/or date as the Company, Cenkos and Peterhouse may agree, not being later than 8.00 a.m. on 14 March 2022).

Accordingly, if any of the conditions are not satisfied or waived (where capable of being waived), the Placing will not proceed, the Placing Shares will not be issued and all monies received by Cenkos and Peterhouse will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter.

Under the terms of the Placing Agreement, each of Cenkos and Peterhouse has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.  The Placing Agreement contains certain warranties and indemnities from the Company in favour of Cenkos and Peterhouse and either Cenkos or Peterhouse may terminate the Placing Agreement in certain customary circumstances.

Together, the total number of New Ordinary Shares to be issued pursuant to the Placing and Subscription, being 36,000,000 New Ordinary Shares, represent approximately 51.71 per cent. of the Existing Ordinary Shares.

The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Articles and 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 the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application will be made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. Assuming the Resolutions are passed, it is expected that Admission will occur on or around 8.00 a.m. on 21 February 2022 (or such later time and/or date as Cenkos and Peterhouse may agree with the Company, being not later than 8.00 a.m. on 14 March 2022).

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 105,624,792 with each Ordinary Share carrying the right to one vote.  There are no Ordinary Shares held in treasury and therefore the total number of voting rights in the Company is 105,624,792. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

5.         Directors' Participation and Related Party Transaction

As at the date of this announcement, Trevor Brown holds 20,833,333 Ordinary Shares representing 29.9 per cent. of the Company's issued share capital and, following Admission, will hold 26,700,000 Ordinary Shares representing 25.28 per cent. of the Enlarged Share Capital.

In addition, BW Family Limited, a person closely associated with Keith Butler-Wheelhouse, Chairman, has agreed to subscribe for 436,121 Placing Shares at the Placing Price. Following Admission, Keith Butler-Wheelhouse will beneficially hold 1,056,248 Ordinary Shares representing 1.00 per cent. of the Enlarged Share Capital.

The Subscription by Trevor Brown, as a substantial shareholder (as defined in the AIM Rules for Companies) and the participation in the Placing by Keith Butler-Wheelhouse in the Placing constitutes a related party transaction pursuant to AIM Rule 13.  The Directors (other than Trevor Brown and Keith Butler-Wheelhouse), having consulted with the Company's nominated adviser, Cenkos Securities, believe that the participation in the Fundraising by Trevor Brown and Keith Butler-Wheelhouse is fair and reasonable insofar as Shareholders are concerned.

This Announcement is released by Chamberlin plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement on behalf of the Company is Kevin Price, Chief Executive Officer.

Enquiries:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of each of the Joint Bookrunners , persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

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 action.

This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.

No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by the Joint Bookrunners, or by any of their respective Affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of their respective Affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Joint Bookrunners or any of their Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for 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 or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. The Joint Bookrunners and their respective Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and 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, completeness or sufficiency of the information contained in this Announcement.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Cenkos Securities is not responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Peterhouse Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Peterhouse is not responsible to anyone other than the Company for providing the protections afforded to clients of Peterhouse or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, the Joint Bookrunners and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this Announcement is intended to be a profit forecast or estimate and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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 the Joint Bookrunners. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing 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 or 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  intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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

Each prospective placee has been offered Placing Shares at the Placing Price and the Placing Shares have been conditionally subscribed by such placees pursuant to irrevocable placing letters issued by the Joint Bookrunners. 

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

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) 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 (a) retail clients, as defined in COBS 3.4.1R of the Conduct of Business Sourcebook in the FCA Handbook ("COBS") , (b) investors who meet the criteria of professional clients as defined in COBS 3.5.1R of COBS and (c) eligible counterparties as defined in COBS 3.6.1R of COBS; and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (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 the requirements of 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 COBS; 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.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II 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 clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the EU 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 EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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.