This announcement, and the information contained herein, is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into or from the United States of America, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which it would be unlawful to do so.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Upon the publication of this announcement via the regulatory information service, this inside information is now considered to be in the public domain.

28 February 2022

CentralNic Group plc 

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

Proposed Acquisition of VGL Verlagsgesellschaft mbH

Proposed Fixed Price Placing to raise up to £42 million

and

Proposed Open Offer to raise up to £3 million

CentralNic Group plc (AIM: CNIC), the global internet platform company that derives recurring revenues selling online presence and marketing services, is pleased to announce that it has agreed terms to acquire the entire issued share capital of a leading online marketing business VGL Verlagsgesellschaft mbH, Berlin, Germany and its subsidiaries (together "VGL") from its current shareholders (the "Acquisition"). VGL is being acquired for an enterprise value of EUR 60 million, with initial consideration of EUR 67 million (approx. US$75 million), payable in cash on completion, inclusive of customary adjustments for cash and working capital. The Acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised.

The Company today also announces its intention to conduct a placing of new ordinary shares of £0.001 each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") to institutional investors (the "Placing"). The Placing is being undertaken at a fixed price of 120 pence per share (the "Issue Price") and is expected to raise up to £42 million (before expenses).

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following the release of this announcement. Zeus Capital Limited ("Zeus") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are each acting as the Company's joint bookrunners (Zeus and Berenberg together, the "Bookrunners") in connection with the Placing. No element of the Placing is being underwritten.

In addition to the Placing, Qualifying Shareholders will be given the opportunity to subscribe for an aggregate of up to 2,500,000 new Ordinary Shares through an open offer at the Issue Price (the "Open Offer Shares" and, together with the Placing Shares, the "New Ordinary Shares") to raise up to £3 million (before expenses) (the "Open Offer").

The Company is also carrying out an issue of additional senior secured callable bonds for a nominal value of EUR 21 million under its existing senior secured bond, listed on Oslo Børs, at a price of 100.8% of par value (the "Bond Issue").  The Bond Issue is being subscribed for by Macquarie Principal Finance Pty Ltd, UK Branch, on the same terms and conditions as CentralNic's existing bond issue (together, the Placing, the Open Offer and the Bond Issue are the "Fundraising").

The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, with such announcement and its Appendices together being this "Announcement").

Acquisition highlights:

·    Acquisition of VGL, a leading online marketing business used by the world's leading German e-commerce companies to acquire customers via high quality content websites and using media buying technology.

·    VGL provides comparisons for 150k+ product listings, which attract more than a quarter of a billion website visits helping undecided online shoppers make the best purchase decisions in a convenient, transparent and trustworthy way.

·    VGL is being acquired for an enterprise value of EUR 60 million, with initial consideration of EUR 67 million (approx. US$75 million), payable in cash on completion, inclusive of customary adjustments for cash and working capital.

·    The Company will fund the Acquisition from the proceeds of the Placing and the Bond Issue in addition to its existing cash reserves.

·    VGL generated US$55.3 million of revenue (unaudited) and US$10.9 million of Adjusted EBITDA (unaudited) in the 12 months to 31 December 2021.

·    The Acquisition increases the Group's unaudited pro forma revenue and EBITDA to US$470.5 million and US$57.9 million respectively for the financial year ended 31 December 2021*.

·    An earn out arrangement has also been agreed, under which additional consideration of up to EUR 38 million may be paid over the next three years if the growth of VGL materially exceeds expectations. In the event that amounts become due under the earn out arrangement, these are expected to be funded by the incremental operating cash flow generated by VGL.

·    VGL is expected to grow at least in line with the latest market expectations for CentralNic Group as a whole. **

Strategic and financial rationale for the Acquisition:

·    Additional scale and capabilities added to CentralNic's Online Marketing division, contributing traffic-generating websites, content expertise and new partner relationships to enhance the Group's AI-driven business, which delivered 65% organic growth in 2021.

·    Benefits to the enlarged Group from the offline to online commerce shift by partnering with sizeable, strongly growing e-commerce platforms.

·    Reduces revenue concentration with Google by adding large-scale monetisation partners that could buy traffic.

·    CentralNic's existing customer and traffic acquisition capabilities could be leveraged to increase VGL's margins.

·    Provides significant growth and cost synergy opportunities, including inter alia:

o  leveraging CentralNic's global footprint to facilitate VGL's international expansion;

o  expanding VGL's platform by offering growth into new products and verticals;

o  benefitting from CentralNic's media buying capabilities to lower VGL's cost of traffic acquisition;

o  utilising CentralNic's domain name network that matches relevant product terms, to build product specific websites; and

o  joint procurement and shared resources with CentralNic.

·    The Acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised. Full consolidation is expected as of Q2 2022.

·    Post-acquisition leverage will reduce from 1.6x to 1.5x pro-forma EBITDA (FY21), from where it will diminish to around 1x by the end of the year.

* Based on the analysis within the Group's full year results statement announced on 28 February 2022 and the unaudited IFRS adjusted accounts of VGL for FY21

** Current consensus indicates a FY21-FY23 CAGR of 10% for revenue and 10% for EBITDA

Fundraising highlights:

·    Placing to raise up to £42 million (before expenses) through the issue of up to 35,000,000 Placing Shares.

·    Placing Shares are to be placed at 120 pence per Placing Share.

·    The Issue Price represents a discount of approximately 10% to the closing mid-market share price per Ordinary Share on 25 February 2022, being the last practicable date prior to the publication of this Announcement.

·    In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 2,500,000 Open Offer Shares, to raise up to £3 million (before expenses), on the basis of 1 Open Offer Share for every 100.46403360 Existing Ordinary Shares held by the Shareholder at the Record Date. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

·    Zeus and Berenberg are acting as the Company's joint bookrunners. Neither the Placing nor the Open Offer is being underwritten.

Appointment of Joint Broker:

The Company is also pleased to announce it has appointed Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") as the Company's Joint Broker with immediate effect.

Ben Crawford, CEO of CentralNic, said:

"The acquisition of VGL is a natural extension of CentralNic's online marketing business and a major step in adding content-based marketing solutions to its comprehensive suite of services. Millions of customers rely on the value-added content provided by VGL to make informed decisions when purchasing online, leading the world's foremost e-commerce companies to use VGL for customer acquisition."

Valentin Dushe, co-founder of VGL, said: 

"We are very pleased to welcome CentralNic as our new shareholder and partner. CentralNic is a highly experienced player in the market as well as the perfect fit for VGL Group, and will support us in executing our envisaged growth strategy on both a national and an international level. We share the same vision and values and strongly believe that not only our users, but also the Company itself stand to significantly benefit from this new partnership."

Details of the Acquisition:

·    The Company is effecting the Acquisition via CentralNic Holding GmbH (the "Buyer"), a wholly owned subsidiary of the Company.  The Buyer will enter into a share purchase agreement ("the Acquisition Agreement") with the sellers of VGL comprising Dushe Beteiligungsgesellschaft mbH, Somerset Ventures GmbH, Mr. Alexander Schneider and Mr. Kenny Schmahl (each a "Seller" and together the "Sellers").

·    The Acquisition Agreement provides that the Buyer will pay an initial consideration to the Sellers of EUR 67 million (approx. US$75 million), payable in cash on completion of the Acquisition subject to customary adjustments for cash, debt and working capital following the determination of financial statements post-completion of the Acquisition. The consideration for the Acquisition will be funded via the net proceeds of the Placing and the Bond Issue together with utilising the existing cash reserves of the Group.

·    The Buyer may pay additional consideration of up to EUR 38 million to the Sellers in connection with the Acquisition over the next three years following completion if the growth of VGL materially exceeds the expectations and earn-out targets set out in the Acquisition Agreement.

·    Save in relation to the Sellers subscribing for additional shares in VGL and such increase in share capital being registered by the German commercial trade registry (which is a formality under applicable German company law) and the exercise of an option to purchase domain names between a Seller and a group member of VGL, in each case, to be carried out prior to completion, the Acquisition Agreement does not include any conditions nor does completion of the Acquisition require the sanction and/or approval of any third party. Whilst the Acquisition Agreement is in agreed form and has been entered into by the Sellers, the Acquisition Agreement has not been entered into by the Buyer and, therefore, there is currently no legal obligation on the Buyer to buy VGL. The Company has granted an undertaking in favour of the Bookrunners in the Placing Agreement to procure that the Buyer enters into the Acquisition Agreement as soon as reasonably practicable following the completion of the Bookbuild and the entry by the Buyer into the Acquisition Agreement is expected to be announced together with the results of the Bookbuild. The Sellers will be only entitled to rescind the Acquisition Agreement following execution thereof if the Buyer does not pay the consideration on completion in accordance with the terms of the Acquisition Agreement. 

·    The Acquisition will complete within five Business Days of the closing conditions, as set out above, being satisfied.  Placees (as defined below) should note that there will be a short period of time between subscribing for, and Admission (as defined below) of, the Placing Shares on 2 March 2022 and the completion of the Acquisition. Given that, upon signing the Acquisition Agreement, completion of the Acquisition will be entirely under the control of the Buyer and the Sellers, the Company does not foresee any risks in Admission of the Placing Shares occurring and the Acquisition not subsequently completing.

Details of the Fundraising:

·    The Company announces a proposed placing of the Placing Shares with existing and new institutional investors ("Placees"), to raise gross proceeds via the Placing of up to £42 million to part-fund the Acquisition and associated costs.

·    The Placing is being conducted through the Bookbuild which will commence immediately following this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

·    Zeus and Berenberg are acting as Joint Bookrunners in connection with the Placing in accordance with the Placing Agreement and the terms and conditions set out in the Appendix. The Placing is not being underwritten by the Joint Bookrunners.

·    The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of Placing Shares shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company. The Company and the Joint Bookrunners reserve the right to issue and sell a greater or lesser number of shares through the Placing.

·    Pursuant to the terms of the Placing Agreement the Company has irrevocably undertaken to procure the Buyer to enter into the Acquisition Agreement following completion of the Bookbuild.

·    The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

·    The Company intends to issue the Placing Shares by way of a non pre-emptive cashbox placing. This structure has been chosen as it minimises time to completion, which was critical to ensuring the Company was the preferred buyer and to secure the Acquisition. The Board has also chosen to launch the Open Offer to enable any current shareholder to participate in the Fundraising, should they not be able to participate in the accelerated bookbuild.

·    The Company and Zeus have agreed to subscribe for ordinary shares in Project Billboard Funding Limited ("JerseyCo"). The funds received from Placees taking up Placing Shares will be paid to an account with Zeus. Zeus (acting as principal) will apply the net proceeds of the Placing in such account to subscribe for redeemable preference shares in JerseyCo.

·    The Company will allot and issue the Placing Shares to those persons entitled to them in consideration for Zeus transferring its holdings of ordinary shares and redeemable preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash consideration for the issue of Placing Shares, following completion of the Placing, the Company will own the entire issued share capital of JerseyCo, whose principal assets will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing. The Company will then be able to access those funds by redeeming the redeemable preference shares it holds in JerseyCo, or, alternatively, during any interim period before redemption, by procuring that JerseyCo lends the amount to the Company.

·    Accordingly, by taking up or purchasing Placing Shares under the Placing and submitting a valid payment in respect thereof, a Placee instructs Zeus to hold such payment on behalf of Zeus and: (i) to the extent of a successful application under the Placing, to apply such payment on behalf of Zeus solely for Zeus to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Placing, to return the relevant payment without interest to the applicant.

·    Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission").

·    Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 2 March 2022.

·    CentralNic expects to issue additional senior secured callable bonds for a nominal value of EUR 21 million under its existing senior secured bond  The Bond Issue is being underwritten by Macquarie Principal Finance Pty Ltd, UK Branch, on the same terms and conditions as CentralNic's existing bond issue. The proceeds of the Bond Issue will be partly used to fund the Acquisition.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). In addition, 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 further information:  

About CentralNic Group plc 

CentralNic (AIM: CNIC) is a London-based AIM-quoted company which drives the growth of the global digital economy by developing and managing software platforms allowing businesses globally to buy subscriptions to domain names for websites and email, monetise their websites, and acquire customers online. Its core growth strategy is identifying and acquiring cash-generative businesses in its industry with annuity revenue streams and exposure to growth markets and migrating them onto the CentralNic software and operating platforms. 

CentralNic operates globally with customers in almost every country in the world.  It earns recurring revenues from the worldwide sales of internet domain names and other services on an annual subscription basis. 

For more information please visit: www.centralnicgroup.com 

IMPORTANT INFORMATION

The release, publication or distribution of this Announcement into certain jurisdictions may be restricted by law, and any persons into whose possession this Announcement comes should therefore inform themselves about and observe any applicable restrictions or requirements. No action has been taken by the Company or the Joint Bookrunners that would permit possession or distribution of this Announcement in any jurisdiction where action for that purpose is required. Any failure to comply with any such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

This Announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, issue or purchase, any security (including, without limitation, the Placing Shares). Copies of this Announcement can be downloaded from the Company's website, www.centralnicgroup.com. However, the contents of the Company's website or any hyperlinks accessible from the Company's website do not form part of this Announcement and Shareholders should not rely on them.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States. The Placing Shares will not qualify for distribution under the relevant securities laws of Australia, New Zealand, Canada, the Republic of South Africa or Japan, nor has any prospectus in relation to the Placing Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exemptions, the Placing Shares will not be offered, sold, taken up, delivered or transferred in, into or from a Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This Announcement does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the placing of the Placing Shares nor have they approved this Announcement or confirmed the accuracy or adequacy of any information contained in it. Any representation to the contrary is a criminal offence in the US.

This Announcement includes statements that are, or may be deemed to be, forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the use of forward- looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places through this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules or other applicable legislation or regulation, neither the Company nor the Joint Bookrunners undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this Announcement. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in expectations and assumptions used and changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Where third party information has been used in this Announcement, the source of such information has been identified. The Company takes responsibility for compiling and extracting, but has not independently verified, market data provided

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE PROSPECTUS REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") AND WHO: (I) 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, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, OR (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN CENTRALNIC GROUP PLC (THE "COMPANY").

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF SUBSCRIBING FOR OR ACQUIRING THE PLACING SHARES.

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this Announcement. 

The Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1.    it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.    if it is in a member state of the EEA or the UK and/or if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA or the United Kingdom (as applicable) in circumstances which may give rise to an offer of securities to the public, other than an offer or resale in a member state of the EEA which has implemented the EU Prospectus Regulation or in the United Kingdom (as applicable) to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;

3.    it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

4.    it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

5.    it acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and

6.    the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

Selling Restrictions

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.

Neither of the Joint Bookrunners makes any representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing Agreement and of the Placing Shares

The Company has today entered into the Placing Agreement with Zeus Capital Limited ("Zeus") (the Company's Nominated Adviser and joint bookrunner in connection with the Placing) and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") (the Company's joint bookrunner in connection with the Placing) (together with Zeus the "Joint Bookrunners" and each a "Joint Bookrunner") under which, subject to the conditions set out therein, each of the Joint Bookrunners has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares, at the Issue Price.

The Placing is not being underwritten by either of the Joint Bookrunners or any other person.

The final number of Placing Shares will be decided at the close of the Bookbuild. The timing of the closing of the book and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the number of Placing Shares 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 Shares in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Zeus will subscribe for ordinary shares and redeemable preference shares in Project Billboard Funding Limited ("JerseyCo") for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to Zeus. The proceeds raised through the Placing will be retained for the benefit of the Company

Application for admission to trading

Application will be made to London Stock Exchange plc for admission of the Placing Shares to trading on AIM in accordance with the AIM Rules ("Admission").

It is expected that Admission will become effective at 8.00 a.m. on or around 2 March 2022 (or such later time or date as the Joint Bookrunners may agree with the Company) and that dealings in the Placing Shares will commence at that time, and in any event no later than 31 March 2022.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect. 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 and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1.              Each Joint Bookrunner is arranging the Placing as bookrunner and placing agent of the Company.

2.              Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by a Joint Bookrunner. Each Joint Bookrunner's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

3.              The final number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4.              To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Bookrunner. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. The Joint Bookrunners are arranging the Placing each as an agent of the Company.

5.              The Bookbuild will open with immediate effect following release of this Announcement and close as soon as reasonably practicable thereafter no later than 7.00 a.m. (London time) on 1 March 2022. Each Bookrunner may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.

6.              Each prospective Placee's allocation will be determined by the Joint Bookrunners in their sole discretion and will be confirmed orally by the relevant Bookrunner as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety. 

7.              Each prospective Placee's allocation and commitment will be evidenced by a form of confirmation or contract note and/or electronic trade confirmation issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated by reference therein.

8.              Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay as principal to that Joint Bookrunner (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

9.              The Joint Bookrunners reserve the right not to accept bids or 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. The Joint Bookrunners may also, notwithstanding paragraphs 3 and 4 above, subject to the 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.

10.            A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.

11.            Except as required by law or regulation, no press release or other announcement will be made by 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.            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".

13.            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".

14.            By participating in the Bookbuild, each Placee will agree 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.

15.            To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of such Joint Bookrunner's 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. Each Joint Bookrunner's obligations under the Placing Agreement are conditional on the satisfaction (or where applicable, waiver) of customary conditions, including (amongst others) (the "Conditions"): 

1.              the fulfilment by the Company of its obligations under the Placing Agreement;

2.              an AIM application form in respect of the Placing Shares and all other documents to be submitted therewith having been delivered to London Stock Exchange plc;

3.              the Acquisition Agreement: (i) having been executed by all parties thereto and not having been terminated or amended; (ii) having become unconditional in all respects, save for any condition relating to the Placing Agreement becoming unconditional in accordance with its terms (including, for the avoidance of doubt, Admission) and (iii) no notice of breach or notice of termination having been issued by any party to the Acquisition Agreement;

4.              the Company having provided evidence to the Banks which provides satisfaction to the Banks (in their sole and absolute discretion) that all of the parties to the Acquisition Agreement have complied with, or are capable of complying with, all of the obligations on the respective parties in respect of the matters to be done at completion of the Acquisition Agreement;

5.              the Transfer Agreement and the Option Agreement (each as defined in the Placing Agreement) having been duly executed by all of the parties thereto and such agreements not having been terminated;

6.              in the good faith opinion of the Joint Bookrunners, no Material Adverse Change (as defined in the Placing Agreement) having occurred between the date of the Placing Agreement and Admission; and

7.              Admission having occurred not later than 8.00 a.m. on 2 March 2022 or such later date as the Company and each of the Joint Bookrunners may agree, but in any event not later than 8.00 a.m. on 31 March 2022.

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) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Joint Bookrunners may agree); or (ii) 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. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Placees should note that, given the fact that completion of the Acquisition is not due to take place until after Admission, there is a theoretical risk to Placees that the Placing completes but the Acquisition does not. However, the Company does not anticipate this given the structure outlined in the information above.

Lock-up

The Company has undertaken that, save in certain limited circumstances, it will not at any time between the date of the Placing Agreement and the date which is 90 days from the date of Admission, without the prior consent of each of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed) issue any shares or options to subscribe for any shares (other than options granted pursuant to any employee share schemes adopted by the Company) or securities convertible or exchangeable into shares or enter into any agreement or undertaking to do so.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, any Placee and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure to exercise such power.

Right to terminate under the Placing Agreement

At any time before Admission, each of the Joint Bookrunners is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate in any respect which either of the Joint Bookrunners considers to be material in the context of the Placing; or (ii) if it comes to the notice of either of the Joint Bookrunners that any statement contained in the Placing Agreement was or has become untrue, incorrect or misleading in any respect which either of the Joint Bookrunners considers to be material in the context of the Placing; or (iii) in the opinion of either of the Joint Bookrunners, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (v) if there has occurred (a) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; (b) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or the declaration by the United Kingdom of a national emergency or war; (c) any other occurrence of any kind which (by itself or together with any other such occurrence) in each of the Joint Bookrunners' reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole (including any material deterioration in, or material escalation in the response to, the COVID-19 pandemic); or (d) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in each of the Joint Bookrunners' reasonable opinion is materially adverse.

Upon such notice of termination 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 by either of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Bookrunner, and that it need not make any reference to Placees and that the relevant Bookrunner shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus or admission document

No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. 

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) 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, the Joint Bookrunners or any other person and neither of the Joint Bookrunners nor the Company nor any of their respective 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. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BCCW4X83) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in either Bookrunner's reasonable opinion delivery or settlement is not possible or practicable within the CREST system 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 for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner or its sub-agent and settlement instructions. Each Placee will be deemed to agree 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.

The Company will deliver the Placing Shares to a CREST account operated by either of the Joint Bookrunners (as appropriate) or their respective sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. 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 2 March 2022 on a trade date + 2 basis in accordance with the instructions set out in the contract note.

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 LIBOR as determined by the relevant Joint Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners 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 account and benefit of the relevant Bookrunner, 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 or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which that Joint Bookrunner lawfully takes 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 or electronic trade confirmation (as applicable) 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 other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and 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), neither of the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Representations and warranties

By 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 Zeus (in its capacity as the nominated adviser, joint bookrunner and agent of the Company), Berenberg (in its capacity as joint bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1.              it has read and understood this Announcement (including its Appendices) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition 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;

2.              it has made its investment decision based solely upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners or any other person other than as set out in this Announcement;

3.              no offering document or prospectus or admission document has been prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

4.              it has neither received nor relied on any 'inside information' as defined in MAR concerning the Company, including, but not limited to, any price sensitive information concerning the Company, in accepting this invitation to participate in the Placing;

5.              it has the power and authority to carry on the activities in which it is engaged, to acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;

6.              neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide it, with any material regarding the Placing Shares or the Company other than information included in this Announcement (including this Appendix), nor has it requested any of Zeus, Berenberg, the Company, or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7.              (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 Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's Ordinary Shares are quoted on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and relevant regulatory authorities (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;

8.              (i) neither the Company, Zeus, Berenberg, nor any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold either of the Joint Bookrunners nor any of their respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;

9.              the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither of Zeus, Berenberg nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company 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 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 (including this Appendix) and any Publicly Available Information including (without limitation) the 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, investigation made or representations, warranties or statements made by any of Zeus, Berenberg or the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf and neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers or employees 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;

10.            it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may or may not have conducted with respect to the Placing Shares or the Company, and none of such persons has may any representation, express or implied, with respect to the Company or the Placing Shares;

11.            it has conducted its own investigation with respect to the Company and the Placing Shares, received and reviewed all information that it believes is necessary or appropriate in connection with its purchase of Placing Shares and made its own assessment and has satisfied itself concerning the relevant tax, legal, regulatory, currency and other economic considerations relevant to its investment in the Placing Shares;

12.            in making any decision to acquire the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares. It further confirms that 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 and has no need for liquidity with respect to its investment in the Placing Shares;

13.            (i) it and each account it represents is not and at the time the Placing Shares are acquired will not, be a resident of any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, and it and each account it represents is: (1) outside the United States and will be outside the United States at the time that any buy order for Placing Shares is originated by it, (2) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S of the Securities Act and (3) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S of the Securities Act; (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares into the United States, Australia, Canada, Japan or the Republic of South Africa; and (iii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;

14.            it will not distribute, forward, transfer or otherwise transmit this document or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

15.            the Placing Shares are expected to be issued to it through CREST;

16.            where it is acquiring the Placing Shares for one or more managed account, 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;

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

18.            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 or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act of 1986 (depositary receipts and clearance services);

19.            it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and the Money Laundering Sourcebook of the FCA 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;

20.            if a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation and UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or the UK other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

21.            it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

22.            it has not offered or sold and will not offer or sell any Placing Shares to the public in (i) any member state of the EEA except in circumstances falling within Article 3(2) of the EU Prospectus Regulation; or (ii) in the UK except in circumstances falling within Article 1(3) of the UK Prospectus Regulation, which in either case does not result in any requirement for the publication of a prospectus pursuant to Article 3 of either the EU Prospectus Regulation or the UK Prospectus Regulation;

23.            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;

24.            it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

25.            if in a member state of the EEA or the UK, it is a "qualified investor" within the meaning of the EU Prospectus Regulation and the UK Prospectus Regulation;

26.            if in the UK, that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise be lawfully communicated;

27.            that no action has been or will be taken by any of the Company, either of the Joint Bookrunners or any person acting on behalf of the Company or either of the Joint Bookrunners 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;

28.            it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) 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 (ii) it is and will remain liable to the Company and/or 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 28 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

29.            (i) it and any person acting on its behalf is entitled to acquire 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 not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing, (iv) that the acquisition 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, and (v) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this 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 (including this Appendix)) and will honour such obligations;

30.            it (and any person acting on its behalf) has the funds available to pay for, and 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 relevant Joint Bookrunner may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest 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;

31.            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 the Joint Bookrunners 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;

32.            neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on their behalf, 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 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 neither of the Joint Bookrunners has any duties or responsibilities to it for providing the protections afforded to its 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 their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

33.            if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

(i)             used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(ii)            used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

(iii)           disclosed such information to any person, prior to the information being made publicly available;

34.            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. Neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Joint Bookrunners and each of their respective affiliates, agents, directors, officers and employees in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Zeus and/or Berenberg who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

35.            it indemnifies and holds harmless the Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees 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;

36.            in connection with the Placing, each of the Joint Bookrunners and any of their affiliates acting as an investor for its own account may acquire Placing Shares in the Company and in that capacity may acquire, retain, purchase or sell for its own account such ordinary 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. 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;

37.            its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or either of the Joint Bookrunner's conduct of the Placing;

38.            neither the Company nor either of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

39.            its commitment to acquire Placing Shares on the terms set out herein and in the contract note 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 consent be obtained with respect to the Company's or either of the Joint Bookrunner's conduct of the Placing;

40.            these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including 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 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 either Joint Bookrunner 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; and

41.            the foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations 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 their behalf) and are irrevocable. The Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and the Joint Bookrunners. It irrevocably authorises the Joint Bookrunners and the Company 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 out herein.

Taxation 

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or 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 acquired 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 neither the Company nor the Joint Bookrunners will be responsible and each Placee shall 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 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.

Neither the Company nor the Joint Bookrunners are liable to bear any capital duty, stamp duty or any 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 interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the relevant Joint Bookrunner accordingly.

Information to Distributors - UK Product Governance

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/or any equivalent requirements elsewhere to the extent determined to be applicable, 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 and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities  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 Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Information to Distributors - EU Product Governance

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 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 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 Company's Ordinary Shares may decline and investors could lose all or part of their investment; the Company's Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Company's Ordinary 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.

General

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each of the Joint Bookrunners and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with the Joint Bookrunners 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 Bookrunner's money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of their respective businesses; and the Placee will rank only as a general creditor of the relevant Bookrunner.

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

The rights and remedies of each of the Joint Bookrunners and the Company under the Announcement and the Terms and Conditions contained in this Appendix 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.

If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to the Joint Bookrunners the jurisdiction in which the funds are managed or owned.

Time is of the essence in respect of all times and dates in this Announcement (including this Appendix) but may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

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