THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES. AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE (OTHER THAN THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNECMENT WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.  UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

Downing Renewables & Infrastructure Trust plc 

("DORE" or "the Company")

Proposed Equity Raise up to c.£25 million

Downing Renewables & Infrastructure Trust plc (LSE: DORE) announces its intention to raise new capital by conducting a placing of up to 24,499,999 new ordinary shares of £0.01 each ("Placing Shares") at a price of 102.50 pence per share (the "Placing Price" and the "Placing") to raise up to c.£25 million. 

Placing Highlights

·      Up to 24,499,999 Placing Shares will be available under the Placing at 102.50 pence per Placing Share to be issued using the Company's existing share authorities.

·      The Placing Price of 102.50 pence represents a discount of 1.68 per cent. to the Company's closing share price of 104.25 pence per Ordinary Share on 28 September 2021 (being the last business day prior to the date of publication of this Announcement) and a premium of 3.33 per cent. to the unaudited ex-dividend net asset value per share as at 30 June 2021.

·      The net proceeds of the Placing are intended to be used to take advantage of pipeline assets identified by the Investment Manager, including four opportunities over which the Investment Manager has secured exclusivity or is in bilateral negotiations with a total investment amount of c.£87 million, and a wider pipeline of assets in Sweden, Finland, Iceland, Poland and UK with a total investment amount in excess of £4.3 billion.¹

·      The Placing Shares will qualify for the dividend to be paid in respect of the three months to 30 September 2021, expected to be 1.25 pence per Ordinary Share in line with the recently updated dividend guidance. ²

·      The Company's existing portfolio continues to perform as expected with no material changes to report since the 30 June 2021 interim results.

·      Admission of the Placing Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange's main market for listed securities ("Admission") is expected to occur on or around 18 October 2021.

Sustainability

The Company is committed to a sustainable investment approach and a cleaner, greener future.

The core sustainable investment objective of the Company is to accelerate the transition to net zero through its investments, compiling and operating a diversified portfolio of renewable energy and infrastructure assets to help facilitate the transition to a more sustainable future. The Company believes that this directly contributes to climate change mitigation.

The Company has today made disclosures under the EU's Sustainable Finance Disclosure Regulation as part of its commitment to sustainability. These disclosures are available at www.doretrust.com.

Background to the Placing and Pipeline

As stated in the Company's interim results, the Company has completed two investments since its IPO in December 2020, investing £102 million (83 per cent. of IPO proceeds), ahead of expectations at IPO: 

·      portfolio of eight operational hydropower plants in central and southern Sweden for €65 million (£60 million); and

·      a 96MWp portfolio of UK Solar PV assets for £42 million.

For the period from IPO to 30 June 2021, the Company's portfolio generation was 101,211 MWh, 6.6 per cent. above expectations. Strong performance meant operating profit of investments was 14.4 per cent. above expectations for the period to 30 June 2021.

The Investment Manager has identified a strong pipeline of assets which support the future growth of the Company in the hydropower, wind, solar, battery and utilities sectors. In particular, the Investment Manager has secured exclusivity or is in bilateral negotiations in relation to four opportunities with a total investment amount of c.£87 million, including the Lake Vänern Wind Project in Sweden announced on 15 January 2021. Negotiations continue on the proposed acquisition of three hydropower plants and electricity distribution assets from AB Edsbyn Elverk announced on 27 May 2021.

The Investment Manager has also identified a wider pipeline of further assets in Sweden, Finland, Iceland, Poland and UK with a total investment amount in excess of £4.3 billion.¹

The Investment Manager intends to deploy the net proceeds of the Placing, in conjunction with the remaining proceeds of the IPO, into investment opportunities contained within the pipeline. In addition to this, the Investment Manager is also currently exploring options to optimise the existing capital structure of the Company's portfolio, including the inception of a revolving credit facility.

Investment Strategy and Target Dividend of the Company

·      Build a diversified portfolio: of solar, hydro, wind, geothermal and other infrastructure assets, with a focus on core renewables and infrastructure projects in UK and Northern Europe

·      Active asset management: aim to optimise asset operations, data analysis and investor returns

·      Risk management: manage resource seasonality, market power price exposure and regulatory risks to aim for more stable returns

·      Geographical split: no more than 60% of gross asset value in assets will be located in either the UK or Northern Europe and Ireland combined

·      Target dividend: Following payment of a dividend of 1 pence per share for the period to 30 June 2021, the Company intends to increase the dividend to 5 pence per annum from 1 July 2021 (representing a dividend per share of 1.25 pence for the quarter ending 30 September 2021 and thereafter). This results from rapid deployment of the IPO proceeds and the strong trading performance since the two portfolios were acquired.²

Further information on the Placing

The Placing will be conducted by way of a bookbuilding process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix below and is expected to close at 1.00 p.m. (London time) on 13 October 2021. Singer Capital Markets Securities Limited (the "Bookrunner"), in consultation with the Company, reserves the right to close the bookbuilding process earlier or later at its discretion.

The Bookrunner, as the sole placing agent of the Company, will use its reasonable endeavours to place the Placing Shares with institutional investors at the Placing Price. Eligible investors are invited to apply for Placing Shares by contacting their usual contact at the Bookrunner.

By making an offer to subscribe for Placing Shares under the Placing, investors will be deemed to have accepted the terms and conditions of the Placing contained in the Appendix.  An investor that has made an offer to subscribe for Placing Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable.  Upon being notified of its allocation of Placing Shares in the Placing, an investor shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price.

The decision to allot the Placing Shares to any person pursuant to the Placing shall be at the absolute discretion of the Company (in consultation with the Bookrunner and Investment Manager). The Bookrunner may choose to accept applications, either in whole or in part, on the basis of allocations determined, and may scale down any bids for this purpose, on such basis as the Company and the Bookrunner may determine.

The Placing is conditional, inter alia, upon Admission of the Placing Shares and will be conducted under the Company's existing shareholder authorities granted at a general meeting of the Company held on 26 October 2020. It is expected that Admission of the Placing Shares will occur on or around 8.00 a.m. on 18 October 2021.

The Placing Shares issued pursuant to the Placing will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. For the avoidance of doubt, the Placing Shares will not be eligible for the dividend of 1.0p per Ordinary Share that was declared on 2 September 2021 and quoted ex-dividend on 9 September 2021. The Placing Shares will qualify for the dividend to be paid in respect of the three months to 30 September 2021, expected to be 1.25 pence per Ordinary Share in line with the recently updated dividend guidance.²

Details of the number of Placing Shares to be issued and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Placing. 

The Placing is not being underwritten.

Expected Timetable

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to shareholders by an announcement on a Regulatory Information Service.

Dealing Codes

Contact details:

Important Notes:

1.  There is no assurance that any of the assets which make up the pipeline will remain available for purchase after Admission or, if available, at what price (if a price can be agreed at all) the investment can be acquired by the Company. Following Admission, the Investment Manager may or may not pursue any pipeline assets. Investments not comprised in the pipeline assets may also become available.

2.   The dividend target stated above is a target only and not a profit forecast. There can be no assurance that the target will be met, or that the Company will make any distributions at all and it should not be taken as an indication of the Company's expected future results.

About Downing Renewables & Infrastructure Trust plc (DORE)

DORE is a closed-end investment trust that aims to provide investors with an attractive and sustainable level of income, with an element of capital growth, by investing in a diversified portfolio of renewable energy and infrastructure assets in the UK and Northern Europe. DORE has been awarded the London Stock Exchange's Green Economy Mark in recognition of its contribution to the global 'Green Economy'.

The Board classifies DORE as a sustainable fund with a core objective of accelerating the transition to net zero through its investments, compiling and operating a diversified portfolio of renewable energy and infrastructure assets to help facilitate the transition to a more sustainable future. The Company believes that this directly contributes to climate change mitigation.

DORE's strategy, which focuses on diversification by geography, technology, revenue and project stage, is designed to increase the stability of revenues and the consistency of income to shareholders. For further details please visit www.doretrust.com  

LEI: 2138004JHBJ7RHDYDR62

About Downing LLP

Downing LLP is a London-based investment management firm.   It has over 25,000 investors and has raised over £1.7 billion into businesses across a range of sectors, from renewable energy, care homes, health clubs, and children's nurseries, to technology and sports nutrition. Downing has a demonstrable track record in renewables, having made more than 130 investments into solar parks, wind farms and hydroelectric plants since 2010.

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.

For further details please visit www.downing.co.uk

Appendix - Terms and Conditions of the Placing

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUCNEMENT WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA, OTHER THAN TO QUALIFIED INVESTORS (AS DEFINED BELOW), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) QUALIFIED INVESTORS AS THAT TERM IS USED IN THE EU PROSPECTUS REGULATION OR THE UK PROSPECTUS REGULATION, AS APPLICABLE; (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION IN IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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 (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT ("REGULATION S")) ("U.S. PERSONS") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON THE EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY REGULATION S THEREUNDER. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (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, indemnities, acknowledgements, and undertakings contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:

1.         it is a Relevant Person (as defined above) 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.         in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it pursuant to the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired or will be acquired with a view to their offer or resale to, persons in any Member State of the EEA or the UK other than Relevant Persons or in circumstances in which the prior consent of Singer Capital Markets Securities Limited (the "Bookrunner")  has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA or the UK other than Relevant Persons, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation or the EU Prospectus Regulation, as applicable, as having been made to such persons; and

3.         (i)(a) it is not a U.S. Person; (b) it is not located in the United States; and (c) it is not acquiring the Placing Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person in reliance on Regulation S.

The Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. The Bookrunner does not make any representation to any Placee regarding an investment in the Placing Shares.

This Announcement (including the Appendix) has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or any of its directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa, any Member State of the EEA (other than the Republic of Ireland and the Netherlands) or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the Republic of Ireland, the Netherlands, the United States or elsewhere.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. 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 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.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act of 1940, as amended. The Investment Manager is not registered under the U.S. Investment Advisers Act of 1940, as amended, and Placees will not be entitled to the benefits of the requirements applicable to investment managers registered under that Act. The Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the U.S. Securities Act.

No securities commission or similar authority in Canada or the Republic of South Africa have in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Placing Shares. Accordingly, subject to certain exceptions, the Placing Shares may not, directly or indirectly, be offered or sold within Australia, Canada, Japan or the Republic of South Africa or offered or sold to a resident of Australia, Canada, Japan or the Republic of South Africa.

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

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. Where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client(s). For the avoidance of doubt, the representations and warranties given by the Placee herein are to be taken as made on behalf of the discretionary manager itself and not their underlying client(s).

Definitions

The following definitions apply throughout this Announcement (including this Appendix), unless the context requires otherwise:

1          THE PLACING

1.1        The Bookrunner has entered into the Placing Agreement with the Company, the Investment Manager and the AIFM. Pursuant to the Placing Agreement, the Bookrunner has undertaken, subject to the terms set out therein, to use its reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten.

1.2      The Placing Shares will, when issued, be subject to the Articles of Association, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest. For the avoidance of doubt, the Placing Shares will not be eligible for the dividend of 1.0p per Ordinary Share that was declared on 2 September 2021.

1.3     This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

1.4        Each Placee will be required to pay to the Bookrunner, on the Company's behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and the Bookrunner. Each Placee will be deemed to have read this Appendix in its entirety.

1.5     Neither the Bookrunner nor its holding company, any subsidiary, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of its respective directors, officers and employees (each an "Affiliate") will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

2          APPLICATION FOR ADMISSION

Application will be made to the Financial Conduct Authority and the London Stock Exchange for all of the Placing Shares to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Admission of the Placing Shares will become effective on or around 8.00 a.m. on 18 October 2021 (or such later time and/or date as the Bookrunner may agree with the Company (being no later than 8.00 a.m. on 30 November 2021) and that dealings in the Placing Shares will commence at that time.

3          PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING

3.1        The Bookrunner will today commence the Bookbuild to determine demand for participation in the Placing by Placees. 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 by the Company or the Bookrunner or by the Placees in respect of any Placing Shares.

3.2        The Bookrunner (whether through itself or any of its Affiliates) is arranging the Placing as bookrunner to the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. The Bookrunner is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of the Bookrunner or for providing advice in relation to the matters described in this Announcement.

3.3        The Placing Price is a fixed price of 102.50 pence per Placing Share.

3.4     Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its Affiliates may participate in the Placing as principal(s) in respect of all or some of the Placing Shares.

3.5       To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. The Bookrunner reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Bookrunner's absolute discretion, subject to agreement with the Company.

3.6        The timing of the closing of the Bookbuild is to be determined at the discretion of the Company and the Bookrunner.  The 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 Bookrunner) to reduce the number of Ordinary Shares to be issued pursuant to the Placing, in its absolute discretion.

3.7      The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 the Bookrunner's conduct of the Placing.

3.8        All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

3.9        Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by the Bookrunner or one of its Affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and the Bookrunner to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Articles of Association.

3.10      The Company will release the Results Announcement following the close of the Bookbuild, detailing the aggregate number of the Placing Shares to be issued at the Placing Price.

3.11      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 paragraph 7 "Registration and Settlement".

3.12      All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under paragraph 4 "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under paragraph 5 "Right to terminate under the Placing Agreement".

3.13    By participating in the Placing, 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.

3.14    Each Placee's obligations will be owed to the Company and to the Bookrunner. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, as agent of the Company, and to the Company, to pay to the Bookrunner in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. The Bookrunner will procure the allotment of the Placing Shares so subscribed to each Placee.

3.15      Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that the Bookrunner shall not have any liability to the Placees for the failure of the Company to fulfil those obligations.

3.16      Unless the Company otherwise expressly consents in writing, no Placing Shares may be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in section 3(3) of ERISA that is subject to Part 4 of subtitle B of fiduciary responsibility or prohibited transaction Title I of ERISA; (B) a "plan" as defined in Section 4975 of the U.S. Tax Code including an individual retirement account, that is subject to section 4975 of the U.S. Tax Code, applies; or (C) an entity whose underlying assets include the assets of any such "employee benefit plan" or "plans" by reason of investment by an "employee benefit plan" or "plans" by reason of ERISA or the U.S. Department of Labor Regulations, 29 C.F.R. 2510.3-101, as and to the extent modified by section 3(42) of ERISA (the "Plan Assets Regulation"), or otherwise (including certain insurance company general accounts) for the purposes of section 4.6 of ERISA or section 4975 of the U.S. Tax Code or (ii) a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or section 4975 of the U.S. Tax Code, its purchase, holding, and disposition of the Placing Shares must not constitute or result in a non-exempt violation of any such substantially similar law.

4          CONDITIONS OF THE PLACING

4.1        The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Bookrunner under the Placing Agreement are conditional, inter alia, on:

(a)        the performance by each of the Company, the Investment Manager and the AIFM of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(b)        the Placing Agreement not having been terminated in accordance with its terms;

(c)        Admission occurring not later than 8.00 a.m. on 18 October 2021 or such later time as the Bookrunner may agree in writing with the Company (but in any event not later than 8.00 a.m. on 30 November 2021);

(d)        the warranties on the part of the Company, the Investment Manager and the AIFM contained in the Placing Agreement being true and accurate in every respect and not misleading as at the date of the Placing Agreement and at Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting; and

(e)        between the date of the Placing Agreement and Admission, in the opinion of the Bookrunner (acting in good faith), there not having occurred any Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement).

4.2        If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Bookrunner) by the relevant time or date specified (or such later time or date as the Bookrunner may agree), or (b) the Placing Agreement is terminated in the circumstances specified below under paragraph 5 "Right to terminate under the Placing Agreement", the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither the Bookrunner, the Company, the Investment Manager, the AIFM nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

4.3        By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under paragraph 5 "Right to terminate under the Placing Agreement" and will not otherwise be capable of rescission or termination by the Placee.

5          RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

5.1        The Bookrunner may, at any time before Admission terminate its rights and obligations under the Placing Agreement by giving notice to the Company if, inter alia, in the opinion of the Bookrunner (acting in good faith):

(a)        it comes to the knowledge of the Bookrunner that any of the warranties given by the Company, the Investment Manager or the AIFM under the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time prior to Admission) by reference to the facts, matters and circumstances then subsisting; or

(b)     any of the Company, the Investment Manager and the AIFM fails to comply with any of its respective obligations under the Placing Agreement; or

(c)         there has been a Material Adverse Change; or

(d)        certain force majeure events occur,

and such termination by the Bookrunner shall also terminate the Placing Agreement.

5.2    By participating in the Placing, each Placee agrees with the Bookrunner that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, the Bookrunner shall not have any liability whatsoever to the Placees in connection with any such exercise.

6          NO PROSPECTUS

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the UK Prospectus Regulation and the EU Prospectus Regulation) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and information that has been published by or on behalf the Company by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules, EU MAR and UK MAR (collectively "Exchange Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Bookrunner and the Company that it has neither received nor relied on any information (other than Exchange Information), representation, warranty or statement made by or on behalf of the Bookrunner (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below), any of its Affiliates, any persons acting on its or their behalf or the Company and neither the Bookrunner nor any of its Affiliates, any persons acting on its behalf, nor the Investment Manager, nor the AIFM, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with the Bookrunner (in each case for itself and as agent for the Company) that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7          REGISTRATION AND SETTLEMENT

7.1      Settlement of transactions in the Placing Shares (ISIN: GB00BLF7PP25) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Bookrunner reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if 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.

7.2        It is expected that settlement will take place on or around 18 October 2021 in CREST in accordance with the instructions set out in the contract note. Settlement will be through the Bookrunner against CREST ID: ATMAY.

7.3        Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Bookrunner.

7.4        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 the base rate of Barclays Bank Plc but 2% per year for any period during which that base rate is below zero.

7.5        Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable and shall indemnify the Bookrunner on demand for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) 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 Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale.

7.6        If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Bookrunner nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission from the Company in connection with the Placing.

8          REPRESENTATIONS AND WARRANTIES

8.1        By submitting a bid in the Bookbuild and participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) to the Company and the Bookrunner that:

(a)        the Placee has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles of Association. Such Placee agrees that these terms and conditions and the contract note issued by the Bookrunner to such Placee represent the whole and only agreement between the Bookrunner and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company or the Bookrunner nor any of their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(b)        no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

(c)        the Ordinary Shares are admitted to listing on the premium segment of the Official List of the FCA, and the Company is therefore required to publish Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

(d)        it is relying solely on this Announcement (including this Appendix) and the Exchange Information published by the Company prior to Admission of the Placing Shares issued pursuant to the Placing and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing;

(e)        the content of this Announcement and the Exchange Information is exclusively the responsibility of the Company and (in respect of the Exchange Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on the Bookrunner under any regulatory regime, neither the Bookrunner nor the Investment Manager nor any person acting on their behalf nor any of their Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Exchange Information nor for any other statement made or purported to be made by them or on their behalf in connection with the Company, the Placing Shares or the Placing, including but without limitation the Company Key Information Document published in accordance with Regulation (EU) 1286/2014 of the European Parliament and the Council (commonly known as the PRIIPs Regulation) as it forms part of domestic law of the United Kingdom by virtue of the EUWA, as amended;

(f)         if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;

(g)        if it is outside the United Kingdom, no offering, marketing or other material in connection with the Placing (for the purposes of this Appendix, each a "Placing Document") constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

(h)     neither the Bookrunner nor any person affiliated with the Bookrunner acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any supplementary announcement (as the case may be) or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

(i)         it has the power and authority to subscribe for Placing Shares under the Placing and to execute and deliver all documents necessary for such acquisition;

(j)         the price payable per Placing Share is payable to the Bookrunner on behalf of the Company in accordance with the terms of these terms and conditions and in the contract note;

(k)        it has the funds available to pay for in full the Placing Shares which it has agreed to acquire and it will pay the total subscription amount in accordance with the terms set out in this Appendix and as set out in the contract note on the due time and date;

(l)         save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), none of the Bookrunner, its ultimate holding companies nor any direct or indirect subsidiary undertakings of such holdings companies, nor any of their respective directors, members, partners, officers and employees, respective Affiliates shall be responsible or liable to a Placee or any of its clients for any matter arising out of the Bookrunner's role as bookrunner or otherwise in connection with the Placing, and that where any such responsibility or liability nevertheless arises as a matter of law each Placee and, if relevant, its clients, will immediately waive any claim against any such persons which a Placee or any of its clients may have in respect thereof;

(m)       the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles of Association;

(n)        all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under, the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;

(o)        to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this Announcement;

(p)        (a) (i) it is not located in the United States; (ii) it is not a U.S. Person and (iii) it is not acting for the account or benefit of a U.S. Person or (b) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. Person in reliance on Regulation S;

(q)        the Placing Shares referred to in this Announcement have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations and that the Company will not be registered under the U.S. Investment Company Act, and Placees will not be entitled to benefits of regulations under that Act;

(r)         it agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

(s)        acknowledges that it has not acquired the Placing Shares as a result of any general solicitation or general advertising (as these terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(t)         if it is acquiring any Placing Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account;

(u)        it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

(v)        the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(w)      the Placee is not a resident of Australia, Canada, the Republic of South Africa or Japan and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;

(x)        undertakes that 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 the Bookrunner nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax 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 the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(y)        the Placee accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market for any reason whatsoever then none of the Bookrunner, the Company, the AIFM or the Investment Manager, nor persons controlling, controlled by or under common control with any of them nor an of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(z)         in the case of a person who confirms to the Bookrunner on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises the Bookrunner to notify such Placee's name to the Registrar, that person represents and warrants that it has authority to do so on behalf of the Placee;

(aa)     the Placee has complied with its obligations 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 and the Money Laundering Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if it is 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 Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee's allocation may be retained at the Bookrunner's discretion;

(bb)     the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, the Bookrunner and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, the Bookrunner and/or the Company may refuse to accept the application and the subscription moneys relating thereto. The Placee holds harmless and will indemnify each of the Bookrunner and the Company against any liability, loss or cost ensuing due to the failure to process its application to participate in the Placing, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(cc)       the Placee is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, of all applicable provisions of FSMA, UK MAR, EU MAR and any other applicable market abuse legislation, and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

(dd)      the Placee confirms that if it has received any inside information (as defined in UK MAR and EU MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR or EU MAR (as applicable) and associated delegated legislation and it has not disclosed or dealt on the basis of that information, or encouraged or induced another person to so deal, prior to it being publicly available;

(ee)     the Placee is not, and is not applying as, nor is it applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearing system;

(ff)        if the Placee is a resident in the EEA, it is (a) a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation and (b) if the Relevant Member State has implemented the AIFM Directive, it is a person to whom the Placing Shares may lawfully be marketed to under the AIFM Directive or under the applicable implementing legislation (if any) of the Relevant Member State;

(gg)      the Placee has not offered or sold and will not offer or sell any Placing Shares to persons in the UK prior to Admission except to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation;

(hh)    if in the UK, the Placee is a "qualified investor" within the meaning of Article 2(e) of the UK Prospectus Regulation and has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order and is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook 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 and/or a person to whom the Placing may otherwise be lawfully communicated;

(ii)         it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;

(jj)         where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the announcement of which it forms part;

(kk)       the Placee 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;

(ll)         the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing Shares in, from or otherwise involving the UK;

(mm)    the Bookrunner is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is not the Bookrunner's client in connection with the Placing and the Bookrunner will not be responsible to any Placee for providing the protections afforded to its clients or providing advice in relation to the Placing and the Bookrunner will not have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;

(nn)       if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements):

(i)         it acknowledges that the Target Market Assessment undertaken by the Investment Manager and the Bookrunner does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK 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 and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

(ii)         notwithstanding any Target Market Assessment undertaken by the Investment Manager and the Bookrunner, it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and

(iii)        it acknowledges 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; and

(oo)      the exercise by the Bookrunner of any rights or discretions under the Placing Agreement shall be within its absolute discretion and the Bookrunner need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against the Bookrunner or its directors or employees under the Placing Agreement;

(pp)      the Placee's commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms 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 the Bookrunner's conduct of the Placing;

(qq)      the Placee irrevocably appoints any director of the Bookrunner as its agent for the purposes of executing and delivering to the Company and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;

(rr)        information provided by it to the Company or the Registrar will be stored both on the Company's and the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of domestic law of the United Kingdom by virtue of the EUWA ("UK GPDR") and the UK Data Protection Act 2018 (as amended from time to time) (together, the "DP Legislation"), the Company, the Registrar, the Company's company secretary and the Bookrunner are each required to specify the purposes for which they will hold personal data. The Company, the Registrar and the Bookrunner will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

(i) process its personal data as required by or in connection with the holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it;

(ii) communicate with it as necessary in connection with its affairs and generally in connection with the holding of Placing Shares;

(iii) comply with the legal and regulatory obligations of the Company and/or the Registrar; and

(iv) process its personal data for the Registrar's internal administration;

(ss)       in providing the Registrar with information, each Placee hereby represents and warrants to the Registrar that it has: (i) notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of any data protection notice which has been provided by the Company and/or the Registrar; and (ii) where consent is legally required under applicable DP Legislation,  it has obtained the consent of any data subject to the Registrar and their respective associates holding and using their personal data for the Purposes (including, the explicit consent of the data subject for the processing of any sensitive personal data);

(tt)        the Placee acknowledges that any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA. The Placee further 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 Bookrunner in the course of its own business and the Placee will rank only as a general creditor of the Bookrunner;

(uu)       any of its clients, whether or not identified to the Bookrunner, will remain its sole responsibility and will not become clients of the Bookrunner for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

(vv)       the allocation of Placing Shares shall be determined by the Company, in its absolute discretion (following consultation with the Bookrunner and the Investment Manager) and that the Company may scale down any commitments for this purpose on such basis as it may determine;

(ww)      time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing;

(xx)       it authorises the Bookrunner to deduct from the total amount subscribed under the Placing the aggregate commission (if any) payable on the number of  Placing Shares allocated under the Placing;

(yy)       acknowledges that no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner 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;

(zz)       that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

(aaa)     the Placee will indemnify and hold the Company and the Bookrunner and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further the Placee agrees that the provisions of this Appendix will survive after completion of the Placing. The Company and the Bookrunner will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings;

(bbb)    the Placee will not distribute, forward, transfer, duplicate or otherwise transmit this Announcement including the Appendix or any part of it or them, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;

(ccc)     if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation;

(ddd)    unless the Company expressly consents otherwise in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the Placing Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the U.S. Tax Code. In addition, if a Placee is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, its purchase, holding, and disposition of the Placing Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

(eee)     the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such Placing Shares or interests in accordance with the Articles of Association; and

(fff)      the Company is required to comply with FATCA and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA.

9          SUPPLY OF INFORMATION

If the Bookrunner or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares under the Placing, such Placee must promptly disclose it to them.

10         MISCELLANEOUS

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

10.2      On application, each Placee may be asked to disclose, in writing or orally to the Bookrunner:

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

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

10.3      All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to the Bookrunner. Each Placee agrees to be bound by the Articles of Association once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Bookrunner. The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Bookrunner, the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several. All times and dates in this Announcement are subject to amendment and the Bookrunner and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

10.4      Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of UK MiFID II; and (b) the UK's implementation of Articles 9 and 10 of the Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance  Sourcebook of the FCA (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 investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").

10.5      Notwithstanding the Target Market Assessment, Placees 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 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 Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK 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.

10.6      The information contained in this Announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

10.7      Certain statements in this Announcement are forward-looking statements 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", "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 undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

10.8      Singer Capital Markets Securities Limited (the "Bookrunner"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Placing. The Bookrunner will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

10.9      None of the Investment Manager or the Bookrunner, or any of their respective directors, officers, employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the announcement) or for any loss howsoever arising from any use of the announcement or its contents. Apart from the liabilities and responsibilities, if any, which may be imposed on the Investment Manager and the Bookrunner under any regulatory regime, the Investment Manager and the Bookrunner, and their respective directors, officers, employees, advisers, affiliates or agents, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

10.10    The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable DP Legislation and with its Privacy Notice, a copy of which can be found on the Company's website: https://www.doretrust.com/privacy-and-cookie-policy. Each Placee acknowledges that it has read and understood the processing activities carried out by the Company informed in the referred Privacy Notice.