THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION‎. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

For immediate release

16 November 2022

Eagle Eye Solutions Group plc

Proposed Acquisition of Untienots SAS ("Untie Nots")

and

Launch of Placing via Accelerated Bookbuild

Introduction

Eagle Eye Solutions Group plc (AIM: EYE) ("Eagle Eye", the "Company" or the "Group"), a leading SaaS technology company that creates digital connections enabling personalised, real-time marketing through coupons, loyalty, apps, subscriptions and gift services, is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of Untie Nots and its subsidiaries, a leading business based in France providing large retailers with AI powered promotion and gamification SaaS software solutions (the "Acquisition").

The Company is also pleased to announce the launch of a fully underwritten placing of new ordinary shares in the Company (the "Placing Shares") to raise approximately £7.0 million (before expenses) at a price of 555.0 pence per share ("Placing Price") (the "Placing"). The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement. 

Acquisition highlights

·    Untie Nots is a leading personalised promotions business providing retailers with AI powered promotion and gamification SaaS software solutions, whose enterprise customers include Carrefour, E. Leclerc  and Auchan and other blue-chip retailers in Europe and the US, including Rite Aid.

·     Untie Nots offers a digital platform which allows retailers to personalise promotions, providing customised challenges to earn rewards with AI and deep machine learning facilitating hyper personalisation through its analytics capability.  Untie Nots' end-to-end analytics, transactional and user experience offering will provide Eagle Eye with additional product and technology capabilities and an enlarged talent base, including the Untie Nots co-founders and its current 30 tech-oriented employees.

·    Untie Nots' strong reach in France and growing footprint in Europe and the US will expand Eagle Eye's geographic reach and bring additional blue-chip customers into the Group, offering global cross-selling opportunities across complementary customer bases.

·     Untie Nots has a successful track record of customer acquisition and revenue growth and is expected to achieve approximately 53 per cent. revenue CAGR over the three years ending 31 December 2021, driven by its proven capability to deliver higher incremental spend by customers for retailers. The Acquisition is expected to be earnings accretive in the first full year of ownership.

·    The initial consideration for the Acquisition is €15.0 million, with €9.1 million payable in cash and €5.9 million in new ordinary shares of Eagle Eye at the Placing Price of 555.0 pence per share ("Initial Consideration Shares"), payable on completion of the Acquisition ("Initial Consideration") ("Completion").

·      A further performance-linked earn-out consideration is payable to the selling shareholders of Untie Nots of up to €23.8 million in cash or new ordinary shares in Eagle Eye, or a combination thereof ("Deferred Contingent Consideration", and together with the Initial Consideration, the "Consideration").

·     The Company intends to fund the cash element of the Initial Consideration through existing cash reserves, partial utilisation of its undrawn revolving credit facility and the proposed Placing.

·   The Acquisition is conditional, inter alia, upon admission of the Placing Shares to trading on AIM ("Admission") and regulatory approval by the French Ministry of Economy pursuant to the foreign direct investment requirements of the French Monetary and Financial Code, the latter of which is expected to occur between 30 to 75 business days after filing.

Placing highlights

·     Placing to raise approximately £7.0 million at a price of 555.0 pence per ordinary share, which represents a discount of approximately 3.9 per cent. to the closing middle market price of 577.5 pence per ordinary share in Eagle Eye on 15 November 2022.

·    The Placing is being managed jointly by Investec Bank plc ("Investec") and Shore Capital Stockbrokers Limited ("Shore Capital") (together the "Joint Bookrunners") and has been fully underwritten by the Joint Bookrunners.

·     The Placing will be conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this Announcement and is subject to the terms and conditions set out in the Appendix to this Announcement. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Joint Bookrunners and the Company. The result of the Placing will be announced as soon as practicable after the close of the Bookbuild.

·    Certain directors and senior managers of the Company (the "Directors" or the "Board") intend to subscribe for, in aggregate, £0.4 million in the Placing.

·      The Placing Shares represent approximately 4.8 per cent. of the Company's existing issued share capital, and will be issued fully paid and ranking pari passu in all respects with the existing ordinary shares in issue ("Ordinary Shares"). The Placing Shares will be issued within the Company's existing share issuance authorities.

·   The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 18 November 2022 or such later date (being not later than 8.00 a.m. on 2 December 2022) as the Company and the Joint Bookrunners may agree. The Placing is not conditional on the Acquisition completing.

Tim Mason, Eagle Eye's Chief Executive Officer commented:

"The acquisition of Untie Nots will provide us with accelerated entry into the French digital promotions market, bring some of Europe's largest grocers into the Group and add to our growing roster of US clients, providing a wealth of cross-sale opportunities. At a time when retailers are accelerating their digital promotions activities to retain and grow their customer bases, we believe Untie Nots' gamification technology will resonate across our customer base and pipeline. Untie Nots' customer list and strong financial metrics speak to the quality of the business, offering and people behind it, and we are confident that together we will be able to unlock a considerable additional growth opportunity." 

Zyed Jamoussi & Cédric Chéreau, Untie Nots' Group Managing Directors commented:

"By joining forces with the Eagle Eye family, we will be capable of bringing a compelling cloud-based SaaS software suite to the retail industry loyalty and promotion space. From one-to-one targeting to real time transactions and gamified customer experience, we will provide the retail industry with the end-to-end solution suite to take their promotion and loyalty to the next stage.

We are very excited about joining Eagle Eye since it will allow us to cover the retail market from Asia Pacific across Europe, the UK to North America."

Capitalised terms not otherwise defined in the text of this Announcement are defined in the Appendix to this Announcement.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below. The Appendix sets out further information relating to the terms and conditions of the Placing.

Enquiries:

About Eagle Eye

Eagle Eye is a leading SaaS technology company transforming marketing by creating digital connections that enable personalised performance marketing in real time through coupons, loyalty, apps, subscriptions and gift services.

Eagle Eye AIR enables the secure issuance and redemption of digital offers and rewards at scale, across multiple channels, enabling a single customer view. We create a network between merchants, brands and audiences to enable customer acquisition, interaction and retention at lower cost whilst driving marketing innovation.

The Company's current customer base comprises leading names in UK Grocery, Retail, Leisure and Food & Beverage sectors, including Asda, Sainsbury's, Tesco, Waitrose and John Lewis & Partners, Virgin Red, JD Sports, Pret A Manger, Greggs, Mitchells & Butlers, PizzaExpress; in North America, Loblaws, Shoppers Drug Mart, Southeastern Grocers and Staples US Retail and in Australia & New Zealand, Woolworths Group and The Warehouse Group.

Web - www.eagleeye.com

Eagle Eye Solutions Group plc

Proposed Acquisition of Untienots SAS ("Untie Nots")

and

Launch of Placing via Accelerated Bookbuild

1.         Introduction

Eagle Eye is pleased to announce that it has entered into an agreement under which it has conditionally agreed to acquire the entire issued and to be issued share capital of Untie Nots, for a total consideration of up to €38.8 million, subject to performance conditions described in Section 3.

Eagle Eye is a leading, high-growth SaaS technology company transforming marketing by creating digital connections that enable personalised performance marketing in real time through coupons, loyalty, apps, subscriptions and gift services. Eagle Eye is driving the digital marketing programmes of some of the world's largest retailers as they seek to personalise offers to attract and retain customers. Eagle Eye has an international reach with a robust business model centred around profitable, cash-generative growth.

Untie Nots has a strong presence in France alongside a growing footprint in other highly attractive consumer markets of Europe and North America which will enhance the Group's an enterprise customer base, routes to market and increase cross-sell opportunities. The Group will have an enlarged pool of talent, with expanded technology and product capabilities, including in gamification, user experience ("UX") and analytics.

The Acquisition is expected to be earnings accretive in the first full year of ownership.

The Directors intend to utilise the proceeds of the Placing (less expenses of approximately £0.4 million) ("Net Proceeds") alongside existing cash reserves and approximately £2.5 million from its undrawn revolving credit facility to fund the cash element of the Initial Consideration. The Placing has been underwritten by the Joint Bookrunners.

Completion of the Acquisition, which is subject to admission of the Placing Shares to trading on AIM and regulatory approval from the French Ministry of Economy, is expected to occur between 30 to 75 business days after filing.

2.         Information on Untie Nots

Overview

Untie Nots is a Paris-based, AI powered, promotion and gamification SaaS solutions provider. It offers mass retailers a digital platform allowing them to personalise promotions to capture a greater share of their customers' wallets by providing customised challenges to earn rewards. Untie Nots' AI based solution, providing hyper personalised and accurate offers to drive loyalty, is built for rapid integration and roll-out. This end-to-end gamification offering operates across all three layers of customer experience, transaction and data and is hosted on the Google Cloud.

Untie Nots was founded in 2016 by Zyed Jamoussi and Cédric Chéreau, its managing directors and majority shareholders, and currently employs 30 members of staff, serving customers across Europe and North America. Both Zyed and Cédric are expected to remain with the business and continue to lead it until at least 31 December 2024.

Untie Nots' customer offering

Untie Nots' offering aims to improve customers' digital engagements with retailers through consumer-centric, hyper-personalised promotions and challenges based on unique customer data collection.

Drawing upon significant amounts of consumer purchase data, deep machine learning algorithms predict individual shopping behaviour to deliver targeted offers, allowing retailers to adapt their marketing and promotions strategy. Gamified challenges are then created to reward customers when they visit and encourage greater spending at retailers' stores through increased loyalty, providing an attractive, higher incremental spend by customers for retailers.

Untie Nots' blue-chip customer base includes a number of France's largest grocers including Carrefour, E. Leclerc and Auchan as well as other leading European and North American retailers, including Rite Aid.

Financial information Untie Nots has a track record of revenue growth and is expected to achieve approximately 53 per cent. revenue CAGR over the three years ending 31 December 2021.

For the year ended 31 December 2021, Untie Nots generated the majority of its revenue in Europe. After recently securing two new significant customers in the United States, Untie Nots expects to materially increase the level of revenues generated outside of Europe.

Financial information on Untie Nots is set out below, which has been extracted without material adjustment from Untie Nots' unaudited management information for the three financial years ended 31 December 2021:

As at 31 December 2021, Untie Nots had net assets of €1.6 million. On Completion of the Acquisition, Untie Nots is expected to retain debt of €0.5m.

3.         Principal terms of the Acquisition

Eagle Eye has agreed to conditionally acquire the entire issued and to be issued share capital of Untie Nots for a total maximum consideration of €38.8 million subject to conditions discussed below, comprising:

(i)   an Initial Consideration of €15.0 million, €9.1 million payable in cash and €5.9 million payable in 931,519 Initial Consideration Shares issued at 555.0 pence per share, on Completion;

(ii)   a Deferred Contingent Consideration of up to €23.8 million, subject to

a.   specific revenue targets in FY22 and FY24, with the FY24 target representing revenue growth of approximately 60 per cent. CAGR from FY22 to FY24; and

b.   achievement of a minimum EBITDA margin; and

(iii)  Initial Consideration Shares that are to be issued to a seller who is an employee or manager of Untie Nots will be subject to a 12-month hard lock-in period from Completion, followed by a 12-month "soft lock-in period" during which any sales will be subject to orderly market conditions.  Initial Consideration Shares that are to be issued to the remaining sellers will be subject to a 6-month hard lock-in period from Completion and a 12-month soft lock-in period.

Note: there is a divergence in the Eagle Eye and Untie Nots year end. Eagle Eye year end is 30 June, and Untie Nots  is 31 December.

The Initial Consideration has been adjusted by way of a locked box mechanism and so that the Company acquires Untie Nots with a normalised level of working capital at Completion,

The Deferred Contingent Consideration can be paid in cash, Eagle Eye Ordinary Shares or a mixture of both (the Company has agreed to use best efforts to satisfy at least 50 per cent of the Deferred Contingent Consideration in cash). The Deferred Contingent Consideration (if any) is expected to be paid by June 2025. Any Eagle Eye Ordinary Shares issued as Deferred Contingent Consideration will be subject to a 12-month soft lock in period from the date of issue.

The Acquisition is conditional, inter alia, upon Admission and regulatory approval by the French Ministry of Economy pursuant to the foreign direct investment requirements of the French Monetary and Financial Code, the latter of which is expected to occur between 30 to 75 business days after filing. Further, the Company has certain termination rights such as, inter alia (i) if the Untie Nots group fails to conduct its business in accordance with ordinary course of business; (ii) a circumstance, event or fact exists that has a material adverse effect on the Untie Nots group; (iii) there has been any notice to terminate certain material contracts of the Untie Nots group either received or given by the Untie Nots group; or (iv) if there is a material breach of any of the warranties given by the sellers in the Acquisition agreement. 

The Acquisition Agreement contains warranties, representations and indemnities which are customary for a transaction of this nature.

Cédric Chéreau and Zyed Jamoussi have agreed to remain with the Untie Nots business and are expected to remain until at least 31 December 2024 and will enter into agreements for their roles as corporate officers of Untie Nots upon Completion. The Company expects to issue a total of 931,519 Initial Consideration Shares on Completion, representing approximately 3.5 per cent. of the Company's existing issued share capital (excluding the Placing Shares for the avoidance of doubt). The Initial Consideration Shares will, following their admission to trading on AIM, rank pari passu with the then existing issued Ordinary Shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary share capital of the Company.

Financing of the Acquisition

As at 30 June 2022, the Group had net cash of £3.6 million, with further undrawn revolving credit facilities of £5.0 million and an additional £2.5 million available, subject to credit approval at the time. The Placing is expected to raise gross proceeds of approximately £7.0 million. The Directors intend to utilise the Net Proceeds alongside existing cash reserves and a drawdown of approximately £2.5 million from its undrawn revolving credit facility to fund the cash element of the Initial Consideration. Following Completion, the Group expects to retain a net cash position.

In the unlikely event that the Acquisition does not complete following Admission, for example if the Company does not receive regulatory approval of the Acquisition from the French Ministry of Economy by 28 February 2023 unless that period is extended by the parties to the Acquisition, or if the Company exercises any of its termination rights under the Acquisition agreement, the Company will: (i) not drawdown the required funds from its revolving credit facilities, and (ii) retain the Net Proceeds of the Placing and may, at its sole discretion, decide to use the Net Proceeds for alternative acquisitions or investments in the Group's growth strategy or consider a tax efficient way to return the Net Proceeds to Shareholders.

4.         Reasons for the Acquisition

Eagle Eye continues to make good progress delivering profitable cash generative growth through the implementation of its "Win, Transact and Deepen" strategy and the Directors consider that the acquisition of Untie Nots presents a highly attractive opportunity to accelerate this strategy.

Untie Nots currently has flexible and scalable transactional capability to both receive data inputs on customer behaviour and execute data insights in real time, creating a highly sticky offering. Hosted in the Google Cloud, Eagle Eye's AIR platform has enterprise grade speed and is well-positioned for integrations with retailers' point of sale till systems. Through the Untie Nots acquisition, Eagle Eye has the opportunity to extend its capabilities into the analytical and user experience layers.

The Acquisition is in line with the strategy articulated by the Company:

·   To win new customers: the Acquisition will further extend Eagle Eye's presence in highly attractive consumer markets across Europe and North America.

·   Transact through our platform: the Acquisition will provide the opportunity for Eagle Eye to sell its platform to Untie Nots' customer base of blue-chip grocers and retailers, as well as providing new routes to market for Untie Nots.

·     Deepen with products from our portfolio: Untie Nots' AI powered promotion and gamification software solution is complementary to Eagle Eye's AIR platform and, following the Acquisition, the Group will enable clients to connect multiple touchpoints to understand customers better, react fast, incentivise, reward and deliver relevant communications. This complementarity will offer cross-selling opportunities within Eagle Eye's customer base by way of the adoption of a broader range of products and further utilise AI and deep machine learning to facilitate hyper personalisation.

·     To enter new geographies: the Acquisition will give Eagle Eye a significant market position within France and Continental Europe, and accelerate Eagle Eye's European investment strategy.

·     To run the business Better, Simpler and Cheaper: the Acquisition will provide Eagle Eye with additional technology and product capabilities in both analytics and user experience, to augment Eagle Eye's transactional expertise, as well as providing a gamification solution built for rapid integration and roll-out. As the enlarged Group grows, the Directors expect that the enhanced scale will be leveraged to produce synergies in some areas.

The Directors believe that the Acquisition will accelerate all of the Company's growth pillars and is an excellent strategic fit for Eagle Eye. Untie Nots is a fast-growing business with a largely complementary product offering and enterprise clients. In addition, the Directors believe that there is a strong strategic rationale for the Acquisition and that it will deliver the following benefits to the Group and Untie Nots together (the "Enlarged Group"):

·      an enhancement of the Group's international reach, including in Europe and North America;

·      a strengthening of the Group's pool of talent, digital expertise, capabilities and product offering; and

·   revenue growth opportunity for the Enlarged Group with an expanded base of blue-chip enterprise customers.

Furthermore, the Directors believe that the Acquisition is expected to be earnings accretive in the first full year of ownership.

5.         Current trading update

On 21 September 2022, the Company announced its final results for the year ended 30 June 2022 ("Year"). The Group's trading update included the following;

"The prospects for Eagle Eye are increasingly positive and we have entered FY23 in a very strong position with considerable momentum across the business, with trading in the first few months of the Year in line with the Board's expectations. We have a considerable addressable market, high profile customers in multiple geographies, a proven offering and a high-quality business model driving growth in revenue, profits and generating cash. 

In the current difficult economic environment, customer loyalty and effective promotions are more important than ever. The retail industry is becoming increasingly aware that data driven, personalised promotions are one of the most effective ways to drive increased trade. The ability of our AIR platform to deliver 1:1 marketing, in real time, at an enterprise scale, means we are well positioned to address this growing customer need.

The Group continues to successfully manage inflationary pressures and the underlying growth and flexibility of the Company's business model mean that management can invest into the business and people with confidence to support future growth.

The Group's strong new business pipeline, and growing international opportunity in the US, Europe, and Asia, coupled with supportive market drivers, underpins the Board's confidence in the long-term success of Eagle Eye."

Since then, the Company has continued to trade in line with the Board's expectations, and the Group is confident in delivering another year of profitable growth.

6.         Details of the proposed Placing

Under the terms of a placing agreement entered into today between each of the Joint Bookrunners and the Company (the "Placing Agreement"), the Joint Bookrunners have agreed, subject to the conditions set out in the Placing Agreement, to fully underwrite the Placing. The Placing will be conducted through the Bookbuild process, and by way of a non-pre-emptive placing to investors of, in aggregate, 1,261,261 Placing Shares at the Placing Price to raise approximately £7.0 million. The Board believes that raising equity finance using the flexibility and certainty provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time in order to finance the Acquisition. 

The Placing Price represents a 3.9 per cent. discount to the closing mid-market price per ordinary share of 577.5 pence on 15 November 2022, being the last trading day prior to this Announcement.

The Placing Shares represent approximately 4.8 per cent. of the Company's existing issued share capital. The Placing Shares will, following Admission, rank pari passu with the Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the issued ordinary share capital of the Company.

The Placing, which is subject to the terms and conditions set out in the Appendix to this announcement, is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 18 November 2022 or such later date (being not later than 8.00 a.m. on 2 December 2022) as the Company and the Joint Bookrunners may agree.

The Placing is not conditional upon completion of the Acquisition. In the unlikely event that the Acquisition does not complete following Admission, for example if the Company does not receive regulatory approval of the Acquisition from the French Ministry of Economy by 28 February 2023 unless that period is extended by the parties to the Acquisition, or if the Company exercises any of its rights under the Acquisition Agreement to terminate the Acquisition, the Company will (i) not drawdown the required funds from its revolving credit facilities, and (ii) retain the Net Proceeds and may, at its sole discretion, decide to use the Net Proceeds for alternative acquisitions or investments in accordance with the Group's growth strategy, or consider a tax efficient way to return the Net Proceeds to Shareholders.

The Placing Agreement contains customary warranties and an indemnity from the Company in favour of the Joint Bookrunners, together with provisions which enable the Joint Bookrunners to terminate the Placing Agreement in certain circumstances prior to Admission, including a material breach of the Acquisition Agreement, or a material amendment being made to it without the Joint Bookrunners' consent, where any warranties given by the Company are found to be untrue, inaccurate or misleading in the context of the Placing, the Acquisition or Admission, or in the event of a material adverse change in the financial position or prospects of the Group or the Untie Notes group.

All of the Directors have confirmed that, as of the date of the Announcement, they believe the Placing to be in the best interests of the Company. The following Directors and senior management have indicated their intention to participate in the Placing for the following number of Placing Shares at the Placing Price:

* Before the issue of the Initial Consideration Shares and assuming that no further Ordinary Shares have been issued other than in respect of the Placing.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 18 November 2022.

Placing Statistics

Note: * Assuming that the Placing completes and that no further Ordinary Shares have been issued other than the Placing Shares.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER, BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN EAGLE EYE SOLUTIONS GROUP PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Investec, Shore Capital or any of their respective affiliates, agents, directors, officers, consultants, partners, or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company, Investec, and Shore Capital to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the Financial Markets Authority of New Zealand; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.  Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Investec, is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank in certain jurisdictions in the European Economic Area (together Investec Bank and Investec Europe hereinafter referred to as "Investec"), is regulated in Ireland by the Central Bank of Ireland.  Investec is acting as sole financial adviser, nominated adviser and joint bookrunner exclusively for the Company and no one else in connection with the Placing and the Acquisition, and Investec will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and the Acquisition or any other matters referred to in this Announcement. 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 Investec or by any of its Representatives 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 interested party or its advisers, and any liability therefore is expressly disclaimed. Investec's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person.

Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited (together "Shore Capital"), are authorised and regulated by the Financial Conduct Authority in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing and the Acquisition, and Shore Capital will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and the Acquisition or any other matters referred to in this Announcement. 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 Shore Capital or by any of its Representatives 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 interested party or its advisers, and any liability therefor is expressly disclaimed.

None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, or persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates"). Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Joint Bookrunners or any of their respective Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of their respective Affiliates in connection with the Company, the Placing Shares, the Placing, the Acquisition or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing or the Acquisition. The Joint Bookrunners and their respective Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or any of their respective Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

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

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.

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

In connection with the Placing, the Joint Bookrunners and any of their respective Affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their Affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Bookrunners and any of their respective Affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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

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

FORWARD LOOKING STATEMENTS

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company and the Joint Bookrunners expressly disclaim any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

UK Product Governance Requirements

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

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. In all circumstances 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.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT, REFERRED TO AS "EEA QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU 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 (II) ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIP OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER, BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT 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 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY ACCEPTING THE TERMS AND CONDITIONS EACH PLACEE REPRESENTS AND AGREES THAT IT IS A RELEVANT PERSON.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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 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 "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING IN THE UNITED STATES. THE PLACING IS TO BE MADE OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF ORDINARY SHARES IN THE COMPANY 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. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral, electronic or written and legally binding offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Joint Bookrunners and the Company 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 EU Prospectus Regulation or the UK Prospectus Regulation (as applicable):

2.1           the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or the United Kingdom (as applicable) other than EEA Qualified Investors or UK Qualified Investors (as applicable) or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

2.2           where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors (as applicable), the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or UK Prospectus Regulation as having been made to such persons;

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; and

5.   it is located outside the United States.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Neither of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, partners, officers or employees, make any representation to any Placees regarding an investment in the Placing Shares.

This Announcement or any part of it is for information purposes only and 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, Canada, Australia, Japan, the Republic of South Africa or New Zealand 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 United States or elsewhere.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the Financial Markets Authority of New Zealand; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, the Republic of South Africa or New Zealand. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan, the Republic of South Africa or New Zealand, or any other jurisdiction outside the United Kingdom.

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

Details of the Placing

The Joint Bookrunners have entered into the Placing Agreement with the Company under which the Joint Bookrunners have agreed, on the terms and subject to the conditions set out therein, to use reasonable endeavours to procure, as the Company's agents for the purpose of the Placing, subscribers for the Placing Shares at the Placing Price. The Placing is being underwritten by the Joint Bookrunners on the terms and conditions set out in the Placing Agreement.

The Placing Agreement contains customary undertakings and warranties given by the Company to the Joint Bookrunners including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing and/or Admission.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the relevant date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM.

Subject to the conditions for the Placing being met, it is expected that Admission will take place on or before 8.00 a.m. on 18 November 2022 and that dealings in the Placing Shares on AIM will commence thereafter.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine the demand by Placees for 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 absolute discretion, determine.

Participation in, and principal terms of, the Placing

1.       The Joint Bookrunners (whether individually or through any of their affiliates) are arranging the Placing severally, and not jointly or jointly and severally, as placing agents of the Company and have agreed to use their respective reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

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

3.       The price per Placing Share is a price of 555.0 pence (the "Placing Price") and is payable to the Joint Bookrunners as agents for the Company by all Placees whose bids are successful. The final number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild in respect of the Placing Shares and will be recorded in a term sheet entered into between them (the "Term Sheet"). The number of Placing Shares to be issued will be announced on a Regulatory News Service following completion of the Bookbuild.

4.       To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares for which the prospective Placee wishes to subscribe. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5.       A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Following the relevant Joint Bookrunner's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the Joint Bookrunners, to pay to them (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee's obligations will be owed to the Company and the Joint Bookrunners.

6.       The Bookbuild in respect of the Placing is expected to close by 09:00 a.m. on 16 November 2022, but the Bookbuild may be closed earlier or later at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.

7.       The Joint Bookrunners are each 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 protections afforded to their respective customers nor for providing advice in relation to the matters described in this Announcement or any matter, transaction or arrangement referred to in it.

8.       Each prospective Placee's allocation of Placing Shares will be confirmed to Placees either orally or in writing by a Joint Bookrunner as soon as practicable following the close of the Bookbuild, and an electronic trade confirmation will be dispatched as soon as possible thereafter. The terms and conditions of this Appendix will be deemed incorporated therein. A Joint Bookrunner's confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon such prospective Placee (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. The allocation to each Placee of Placing Shares comprised in that Placee's aggregate allocation of Placing Shares shall be determined by the Joint Bookrunners at their absolute discretion, in consultation with the Company.

9.       The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4, 5 and 6 above, and subject to prior agreement with the Company, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

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

11.     All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, 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".

12.     By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13.     To the fullest extent permissible by law and applicable FCA rules and regulations, none of the Company, the Joint Bookrunners, or any of their respective affiliates, agents, directors, officers, consultants, partners or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, the Joint Bookrunners, or any of their respective affiliates, agents, directors, officers, consultants, partners or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for any failure by the Company to fulfil those obligations.

14.     The Placing Shares will be issued subject to the terms and conditions of this Appendix 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 Joint Bookrunners' conduct of the Placing.

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

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The Joint Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

·      the Acquisition Agreement not having lapsed or been terminated;

·      the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

·      the Company complying with its obligations under the Placing Agreement and the Placing Agreement not having been terminated in accordance with its terms before Admission;

·      in the opinion of either or both of the Joint Bookrunners, there not having occurred a material adverse change in relation to the Group or a material adverse change in relation to the Target Group; and

·      Admission of the Placing Shares occurring by not later than 8.00 a.m. on 18 November 2022 (the "Admission Condition").

Any condition (other than the Admission Condition) may be waived, in whole or in part, and the time for satisfaction of any condition may be extended by the Joint Bookrunners (in their absolute discretion, such discretion to be exercised in good faith, and without any obligation to make any such waiver or extension) by express written notice to the Company provided that the time for satisfaction of the conditions shall not be extended beyond 8.00 a.m. on 2 December 2022 and in relation to the Admission Condition shall not be extended beyond the Long Stop Date. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares is not satisfied or waived by the Joint Bookrunners or becomes incapable of being satisfied (and is not so waived) by the time or date where specified (or such later time or date as the Company and the Joint Bookrunners may agree, not being later than the Long Stop Date), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse 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 or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuild, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below and will not be capable of rescission or termination by it.

Each Joint Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither of the Joint Bookrunners nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate under the Placing Agreement

Either or both of the Joint Bookrunners may, in its or their absolute discretion, at any time before Admission terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

·      in the opinion of either or both of the Joint Bookrunners, the warranties given by the Company to the Joint Bookrunners are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

·      in the opinion of either or both of the Joint Bookrunners (acting in good faith), the Company fails to comply with any of its obligations under the Placing Agreement which either Joint Bookrunner (acting in good faith) considers to be material in the context of the Placing; or

·      in the opinion of either or both of the Joint Bookrunners, there has been a material adverse change in relation to the Group or a material adverse change in relation to the Target Group; or

·      there has been a material breach by any party to the Acquisition Agreement of any of its obligations under the Acquisition Agreement, or of any of the warranties under the Acquisition Agreement, or any of the warranties under the Acquisition Agreement are or have become untrue or inaccurate in any material respect or misleading, or the Acquisition Agreement has been terminated or repudiated by any of the parties thereto or there has been a material amendment to the terms of the Acquisition Agreement without the consent of the Joint Bookrunners; or

·      in the opinion of either or both of the Joint Bookrunners, there has been a force majeure event.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by any Placee or any prospective Placee at any time or in any circumstances and the Placees participation will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of the allocation and commitments following the close of the Bookbuild. By participating in the Placing, Placees agree that the exercise by either or both of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners, that they need not make any reference to Placees and that the Joint Bookrunners shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise.

Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors (or equivalent) or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

Lock-up arrangements

Save for the fulfilment of legal obligations in existence as at the date of the Placing Agreement (including the issue of shares under the Acquisition Agreement or under existing employee share schemes), the Company has undertaken with the Joint Bookrunners that it will not and will procure that none of its subsidiaries will, during the period of 180 days from the date of Admission, issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, other than with the prior written consent of the Joint Bookrunners.

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 provisions under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus to be published in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement and the Exchange Information (as defined further below) and subject to any further terms set out in the contract note, electronic trade confirmation or other (oral or written) confirmation sent to individual Placees. 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 that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, the Joint Bookrunners, or any other person and neither the Joint Bookrunners, the Company nor any other person 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 and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective officers, directors, partners, employees or agents. 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. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BKF1YD83) following Admission will take place within CREST provided that, subject to certain exceptions, each of the Joint Bookrunners reserves the right to require settlement for, and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following the closing of the Bookbuild, each Placee allocated Placing Shares will be sent an electronic trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunners (as agent for the Company) 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 CREST or certificated settlement instructions that it has in place with the Joint Bookrunners.

It is expected that settlement in respect of the Placing Shares will be on 18 November 2022 each on a T+2 basis in accordance with the instructions set out in the trade confirmation. Settlement will be on a delivery versus payment basis.

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 from time to time of Barclays Bank PLC as determined by the Joint Bookrunners.

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 relevant Joint Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Joint Bookrunners (as agents for the Company) on demand 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 securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares to a Joint Bookrunner, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either or both of the Joint Bookrunners lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note 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 or securities transfer tax. If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer 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 or agreement to transfer Placing Shares), the Company shall not be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and the Joint Bookrunners, namely that, each Placee (and any person acting on such Placee's behalf):

1.   represents and warrants that it has read and understood the Announcement, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Exchange Information (as defined below);

2.   undertakes not to redistribute or duplicate this Announcement;

3.   acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

4.   acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the UK version of the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")) (collectively, the "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 the Company's announcements and circulars published in the past 12 months and that it is able to obtain or access such information or comparable information concerning other publicly traded company without undue difficulty;

5.   acknowledges that none of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

6.   acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of the Joint Bookrunners, their affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently 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, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Joint Bookrunners, the Company or any of their respective directors, partners, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the research department of either of the Joint Bookrunners (the views of such research departments not representing and being independent from those of the Company and the corporate finance departments of the Joint Bookrunners and not being attributable to the same)), and neither the Joint Bookrunners, nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that the Joint Bookrunners, its affiliates or any other person acting on its or their behalf has or may have conducted;

7.   represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);

8.   if it has received any confidential price sensitive information (including inside information as defined under UK 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 and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

9.   it is aware of its obligations regarding insider dealing, including, without limitation, as contained within in the Criminal Justice Act 1993 and UK MAR, and confirms that it has and will continue to comply with those obligations;

10.  acknowledges that neither of the Joint Bookrunners has any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that neither of the Joint Bookrunners is acting for it or its clients and that neither of the Joint Bookrunners will be responsible for providing protections to it or its clients;

11.  acknowledges that neither of the Joint Bookrunners, any of their affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

12.  that, save in the event of fraud on the part of a Joint Bookrunner (and to the extent permitted by the Rules of the FCA), neither such Joint Bookrunner, its ultimate holding company, nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors, partners and employees shall be liable to Placees for any matter arising out of the Joint Bookrunners' role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law Placees will immediately waive any claim against any of such persons which the relevant Placee(s) may have in respect thereof;

13.  acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the Securities Act; nor have the Placing Shares been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;

14.  represents and warrants that it is and, at the time the Placing Shares are subscribed for, will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;

15.  it, and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares, is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;

16.  it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States or otherwise in violation of the United States securities laws;

17.  acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Canada, Australia, Japan, the Republic of South Africa or New Zealand and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions and represents and warrants that, unless specifically agreed in writing with the Joint Bookrunners, neither it nor the beneficial owner of such Placing Shares will be a resident of Canada, Australia, Japan, the Republic of South Africa or New Zealand;

18.  represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the issue of Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

19.  represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993, FSMA and UK MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all 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 (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in its sole discretion;

20.  represents and warrants that 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by either Joint Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

22.  represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and has fully observed such laws and regulations 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 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) and will honour such obligations;

23.  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: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners;

24.  acknowledges that its bid in the Bookbuild will be legally binding and not capable of variation or revocation once submitted and undertakes that it (and any person acting on its behalf) will make payment to the Joint Bookrunners for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein and in the electronic trade confirmation of contract note stating the number of Placing Shares allocated to it and containing settlement instructions, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee and it will remain liable and will indemnify the Joint Bookrunners on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

25.  acknowledges that none of the Joint Bookrunners, any of their affiliates, or any person acting on behalf of it or any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of any Joint Bookrunner and that none 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

26.  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 Joint Bookrunners 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 Joint Bookrunners in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

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

28.  acknowledges that time shall be of the essence in respect of its obligations under this Appendix;

29.  agrees that the Company, the Joint Bookrunners, and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

30.  agrees to indemnify on an after-tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix or incurred by the Joint Bookrunners, the Company or each of their respective affiliates, agents, directors, partners, officers or employees, arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

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

32.  acknowledges that it 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;

33.  acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note 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 conduct of the Placing;

34.  acknowledges that the Joint Bookrunners, or any of their affiliates acting as an investor for their own account, may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

35.  irrevocably appoints any duly authorised officer of either Joint Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon these terms and conditions;

36.  confirms that its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;

37.  acknowledges that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners;

38.  if a pension fund or investment company, represents and warrants that its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

39.  to the fullest extent permitted by law, acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given by the Placee to each of the Joint Bookrunners and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither 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.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either or both of the Joint Bookrunners or any of their respective 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 a Joint Bookrunner, any money held in an account with a Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the 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 either of the Joint Bookrunners' money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of the Joint Bookrunner.

References to time in this Announcement are to London time, unless otherwise stated.

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

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

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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

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

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

'Admission' means the admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of part 1 of the AIM Rules;

'AIM' means the market of that name operated by the London Stock Exchange;

'AIM Rules' means the provisions of the London Stock Exchange's AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;

'Announcement' means this announcement (including the Appendix to this announcement) relating to the Placing;

'Company' means Eagle Eye Solutions Group Plc (registered in England and Wales under company registration number 08892109) whose registered office is at 5 New Street Square, London EC4A 3TW;

'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the CREST Regulations);

'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;

'EBITDA' means the profit after tax after adding back interest, taxation, depreciation and amortisation;

'EBITDA margin' means the profit after tax after adding back interest, taxation, depreciation and amortisation, divided by total sales;

'Enlarged Share Capital' means the issued share capital of the Company following completion of the Placing;

'Exchange Information' has the meaning given to it in the Appendix to this announcement;

'FCA' means the Financial Conduct Authority of the United Kingdom;

'FSMA' means the Financial Services and Markets Act 2000 (as amended);

'Group' means the Company and its subsidiary undertakings from time to time;

'Joint Bookrunners' means each of (i) Investec Bank plc (registered in England and Wales under company registration number 00489604) whose registered office is at 30 Gresham Street, London EC2V 7QP, and (ii) Shore Capital Stockbrokers Limited (registered in England and Wales under company registration number 01850105) whose registered office is at Cassini House, 57 St James's Street, London SW1A 1LD, each being a 'Joint Bookrunner';

'London Stock Exchange' means London Stock Exchange plc;

'Long Stop Date' means 8.00 a.m. on 2 December 2022;

'Ordinary Shares' means the ordinary shares of £0.01 each in the capital of the Company;

'Placee' means the persons (which may include the Joint Bookrunners themselves) who are procured by the Joint Bookrunners to subscribe, subject to the Conditions, for Placing Shares pursuant to the Placing on the terms of the Placing Terms and Conditions;

'Placing' means the placing, to be conducted by way of an accelerated bookbuild process, by the Joint Bookrunners on behalf of the Company of the Placing Shares pursuant to the Placing Terms and Conditions and the provisions of this agreement (including the Term Sheet, if applicable);

'Placing Agreement' means the placing agreement dated 16 November 2022 between the Company and the Joint Bookrunners in respect of the Placing;

'Placing Price' means 555.0 pence per Placing Share;

'Placing Shares' means such number of Ordinary Shares which are proposed to be allotted and issued by the Company and subscribed for by certain Placees pursuant to the Placing, the final number of which will be announced by the Company as soon as practicable after the Bookbuild closes;

'Regulation D' means Regulation D promulgated under the Securities Act;

'Regulation S' means Regulation S promulgated under the Securities Act;

'Regulatory News Service' means the electronic information dissemination service operated by the London Stock Exchange's Company Announcements Office, or any alternative "PIP service" (primary information provider service) which the Company has selected for the purposes of making regulatory announcements in accordance with the AIM Rules;

'Securities Act' means the United States Securities Act of 1933, as amended;

'Shareholder' means a shareholder of the Company;

'Target' means UNTIENOTS SAS, a French société par actions simplifiée organised under the laws of France, whose registered office is located at 1, allée Santos Dumont - 92150 Suresnes, registered with the Trade and Companies register of Nanterre under number 812 492 767;

'Target Group' means the Target and its subsidiary undertakings from time to time;

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland.