THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE REPUBLIC OF IRELAND) OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

This announcement contains inside information.

27 November 2023

Molten Ventures plc

("Molten Ventures", the "Group" or the "Company")

Proposed Placing, Subscription, Retail Offer and Offer for Subscription

1.   Introduction

Molten Ventures plc (LSE: GROW, Euronext Dublin: GRW), a leading venture capital firm investing in and developing high-growth digital technology businesses, announces its intention to conduct an equity raise of c.£50 million through a non pre-emptive placing (the "Placing") and subscription (the "Subscription") of New Ordinary Shares in conjunction with an offer that will be made by the Company on the PrimaryBid platform of New Ordinary Shares (the "Retail Offer" and, together with the Placing and the Subscription, the "Fundraise") at a price of 270 pence per New Ordinary Share (the "Issue Price").

The Retail Offer will provide retail investors with an opportunity to participate in the equity fundraise and a separate announcement will be made shortly regarding the Retail Offer and its terms. The Retail Offer is conditional on completion of the Placing, but neither the Placing nor the Subscription is conditional on completion of the Retail Offer.

Molten Ventures has separately announced today that the Boards of Molten Ventures and Forward Partners Group Plc ("Forward Partners") have reached agreement on the terms and conditions of a recommended all-share offer pursuant to which Molten Ventures will acquire the entire issued and to be issued share capital of Forward Partners (other than the Forward Partners Shares already beneficially owned by the Group) (the "Acquisition").

The Issue Price represents a discount of c.3.4 per cent. to the closing mid-market price of 279.6 pence per Ordinary Share on 24 November 2023 and a discount of c.63.3 per cent. to the last reported NAV per Ordinary Share (unaudited) as at 30 September 2023 of 735 pence.

The Company has received an irrevocable undertaking from Forward Partners' largest shareholder, certain funds and accounts managed by BlackRock Investment Management UK Limited ("BlackRock") to subscribe for up to £25 million worth of Placing Shares at the Issue Price. British Patient Capital Limited, a subsidiary of British Business Bank plc, has agreed to the conditional subscription of £10 million worth of Subscription Shares at the Issue Price.

In order to ensure all Forward Partners Shareholders (other than Molten Ventures itself) have the opportunity to acquire new Molten Ventures Shares on the same terms as BlackRock and certain other Forward Partners Shareholders who have had the opportunity to participate in the Fundraise, Molten Ventures has agreed to make an offer of up to 1,401,843 new Molten Ventures Shares pursuant to the Offer for Subscription (together with the Fundraise, the "Issue") at the Issue Price to all Qualifying Forward Partners Shareholders.

Certain Directors of the Company, Martin Davis, Chief Executive Officer, and Ben Wilkinson, Chief Financial Officer, intend to participate in the Placing. Incoming Chairman, Laurence Hollingworth, also intends to participate in the Placing.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement. Deutsche Numis and Goodbody are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Bookbuild.

The Fundraise is conditional on, among other things, Molten Ventures Shareholders approving the issue of the New Ordinary Shares at a discount to the last reported NAV per Ordinary Share (the "Resolution") at a general meeting to be convened at 10.00 a.m. on 14 December 2023.

2.   Reasons for the FUNDRAISE and use of proceeds

Molten Ventures has a proven track record of delivering successful investments having deployed more than £1 billion of capital and realised over £500 million of investments since its IPO in 2016, achieving a 30% average return per year (measurement based on opening portfolio value).

The Company has an ambitious growth strategy focused on accelerating its support to European high-growth technology businesses in need of longer term investment which the Company is able to provide via its balance sheet and a growing base of third party funds. While the current valuation environment shows signs of stabilising, volatile conditions persist with Molten Ventures maintaining its disciplined approach to capital allocation between existing portfolio companies and attractive new opportunities.

Molten Ventures' existing balance sheet strength reflects the Company's strong capital allocation discipline, however provides limited ability to make new and follow-on investments. The Molten Ventures' Board believes that now is an opportune time to raise further equity to increase the Company's available cash resources in order to position itself to capture exceptional secondary and primary investment opportunities as well as make complimentary acquisitions as the valuation environment stabilises. The net proceeds of the Fundraise will further capitalise the Molten Ventures' platform and allow Molten Ventures to:

·    Continue to support Molten Ventures' existing high-growth technology portfolio of investments, investing in selective follow on investment opportunities as Molten Ventures' portfolio companies continue to grow.

·    Make primary investments in new portfolio companies to capture exceptional opportunities as the valuation environment stabilises.

·    Access exceptional secondary investments at attractive valuations. As dealmaking globally has slowed, liquidity has become increasingly important and harder to realise, leading to Molten Ventures seeing more opportunities to acquire strong assets at significant discounts. Molten Ventures has a proven track record in secondary transactions such as Seedcamp Funds I & II, Earlybird DWES Funds IV and VI and Earlybird Digital East Fund I, unlocking significant value for shareholders from acquired portfolios whose assets are at a more advanced stage with greater visibility on realisation opportunities.

·    Where appropriate and value enhancing, continue to appraise complementary acquisition opportunities. Investment opportunities to roll-up well priced assets at a discount are available and may be further explored by the Molten Ventures team.

·    Fund the Company's operational capital costs. Following the completion of the Issue, the Group is expected to have well in excess of £100 million of liquidity, including its revolving credit facility with J.P. Morgan Chase Bank N.A., London Branch and HSBC Innovation Bank Limited (the "Revolving Credit Facility"). The strengthened balance sheet gives Molten Ventures operational flexibility as it navigates the current market environment.

3.   acquisition of Forward partners group plc

Molten Ventures has separately announced today that the Boards of Molten Ventures and Forward Partners have reached agreement on the terms and conditions of a recommended all-share offer pursuant to which Molten Ventures will acquire the entire issued and to be issued share capital of Forward Partners (other than the Forward Partners Shares already owned by the Group).

Under the terms of the Acquisition, holders of Scheme Shares will be entitled to receive 1 New Molten Ventures Share in exchange for each 9 Scheme Shares held (the "Exchange Ratio").

On this basis (and excluding the dilutive impact of the Issue), on completion of the Acquisition, existing Molten Ventures Shareholders and Forward Partners Shareholders will hold c.91.2 per cent. and c.8.8 per cent. respectively of the Group as enlarged by the addition of the Forward Partners (the "Enlarged Molten Ventures Group").

The Molten Ventures Board believes that there is a strong strategic and financial rationale for the Acquisition which is consistent with Molten Ventures' investment objective and policy.

·       Forward Partners has a well-balanced portfolio across the venture capital life cycle, focused on fast-growing sub-sectors that are aligned to both Molten Ventures' origination focus as well as current market trends, such as applied AI, alternative assets and digital marketplaces.

·       Despite the macroeconomic headwinds, Forward Partners' portfolio has demonstrated good recent momentum with weighted average revenue growth of 133 per cent. across its top 15 core holdings in the first half of 2023. As part of the Enlarged Molten Ventures Group, the Molten Ventures Board believes there is a significant opportunity for Forward Partners' portfolio companies to continue current growth trajectories and accelerate value creation.

·       The Molten Ventures Board believes there are a number of high-quality assets in Forward Partners' portfolio with the necessary characteristics to continue to outpace market growth rates, become strategically valuable market leaders in attractive niches with the potential to enter Molten Ventures' Core Portfolio in the medium-term, and the Acquisition will therefore enable Molten Ventures to diversify the blend of maturity of its assets and provide a broader pipeline of assets for follow-on investment.

·       Together the Issue and the Acquisition will result in a larger, more diversified and better capitalised platform, which the Molten Ventures Board believes will be well positioned to both support its existing investee companies and capitalise on the opportunities arising during this period of market dislocation and depressed valuations.

·       Molten Ventures has a proven track record in secondary portfolio acquisitions, and has unlocked significant value for shareholders from acquired venture capital portfolios including Seedcamp Funds I & II, Earlybird DWES Funds IV and VI and Earlybird Digital East Fund I. This track record gives the Molten Ventures Board confidence in its ability both to deliver significant value from the Acquisition, and to take advantage of the market environment which is giving rise to other opportunities within Molten Ventures' areas of expertise to acquire portfolios and/or secondary stakes with attractive expected return profiles.

It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). It is expected that the Scheme Document containing further information about the Acquisition and notices of the Forward Partners Court Meeting and the Forward Partners General Meeting, together with a form of proxy, will be published within 28 days of the date of the 2.7 Announcement (or such later date as may be agreed by Molten Ventures and Forward Partners with the consent of the Panel).

Irrevocable undertakings

The total number of Forward Partners Shares which are subject to irrevocable undertakings received by Molten Ventures from the Forward Partners Directors and certain other Forward Partners Shareholders to vote or procure votes in favour of the Scheme at the Forward Partners Court Meeting, and in favour of the Forward Partners Resolution at the Forward Partners General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is, in aggregate, 111,655,543 Forward Partners Shares representing c.82.95 per cent. of Forward Partners' issued share capital as at the Latest Practicable Date.

4.   OFFER FOR SUBSCRIPTION

In order to ensure all Forward Partners Shareholders (other than Molten Ventures itself) have the opportunity to acquire new Molten Shares on the same terms as BlackRock and certain other Forward Partners Shareholders who have had the opportunity to participate in the Fundraise, Molten Ventures has agreed to make an offer of up to 1,401,843 new Molten Ventures Shares pursuant to the Offer for Subscription at the Issue Price to all Qualifying Forward Partners Shareholders.

Further details of the Offer for Subscription and the terms and conditions on which the Offer for Subscription is being made (including the procedure for application and payment) will be sent to Qualifying Forward Partners Shareholders on or around 28 November 2023.

Forward Partners Shareholders are reminded that the Forward Partners Directors' recommendation relating to the Acquisition does not extend or relate to any investment decision to be made by Qualifying Forward Partners Shareholders relating to the Offer for Subscription. Accordingly, If Qualifying Forward Partners Shareholders are in any doubt as to any aspect of the Offer for Subscription or as to the action they should take, they should immediately seek their own advice from a stockbroker, solicitor, accountant or other professional adviser authorised and regulated under FSMA if they are resident in the United Kingdom or, if not, from another appropriately authorised financial adviser.

Martin Davis, CEO at Molten Ventures commented:

"The proceeds of this Fundraise will allow us to capitalise on attractive primary and secondary investment opportunities as the valuation environment stabilises and continue to back Europe's most ambitious founders.

While market conditions remain challenging, technology companies nevertheless continue to transform the industries in which they operate, and we have therefore built our platform to operate and invest through the cycle. Historically, of all vintages, investments made in a downturn have yielded the greatest returns for technology investors, and this Fundraise reflects both the scale of our ambition to support innovation and our desire to offer investors exposure to fast-growing privately owned technology assets".

5.   The Placing AND THE SUBSCRIPTION

Deutsche Numis and Goodbody are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Corporate Brokers in connection with the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this announcement. British Patient Capital Limited, a subsidiary of the British Business Bank plc, has agreed to subscribe for 3,703,703 Subscription Shares pursuant to the Subscription. The Subscription is conditional upon, among other things, the Placing Agreement not having been terminated.

It is intended that the Retail Offer Shares will be subscribed for on the basis of the terms and conditions of the Retail Offer, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this announcement.

The Placing Shares are being offered by way of the Bookbuild which will be launched immediately following this announcement. The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares and Subscription Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Joint Bookrunners. A further announcement will be made following the closing of the Placing, confirming the final details of the Placing and Subscription.

The Fundraise is conditional, inter alia, upon:

·    the passing of the Resolution at the General Meeting; and

·    admission of the New Ordinary Shares to be issued pursuant to the Placing and the Subscription to 1) the premium listing segment of the Official List and to trading on the Main Market; and 2) a secondary listing on the Euronext Dublin Daily Official List and to trading on the Euronext Dublin Market becoming effective in accordance with the UK Listing Rules and the Irish Listing Rules respectively.

6.   The Placing Agreement

Pursuant to the terms of the Placing Agreement, each Joint Bookrunner has agreed, subject to certain conditions, to use their respective reasonable endeavours, to procure Placees for the Placing Shares at the Issue Price.

The Placing Agreement contains certain warranties from the Company in favour of the Joint Bookrunners in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities either of them and/or their respective affiliates may incur in respect of the Issue. The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission including, without limitation, in the event of a material breach by the Company of its obligations under the Placing Agreement and the occurrence of certain force majeure events or a material adverse change in the financial condition of the Group.

In consideration for their services in relation to the Placing and Admission and conditional upon completion of the Placing, the Joint Bookrunners will be paid a commission based on the aggregate value of the New Ordinary Shares issued under the Issue issued at the Issue Price.

7.   Admission and dealings

Applications will be made to (i) the Financial Conduct Authority (the "FCA") for admission of the New Ordinary Shares to be issued under the Issue to the premium listing segment of the Official List; (ii) to the London Stock Exchange for the admission of the New Ordinary Shares to be issued under the Issue to trading on the Main Market; (iii) Euronext Dublin for admission of the New Ordinary Shares to be issued under the Issue to a secondary listing on the Euronext Dublin Daily Official List; and (iv) Euronext Dublin for the New Ordinary Shares to be issued under the Issue to be admitted to trading on the Euronext Dublin Market (together, "Admission"). The New Ordinary Shares to be issued under the Issue will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.

It is expected that Admission will become effective and that dealings in the New Ordinary Shares to be issued under the Placing, the Subscription, the Retail Offer and the Offer for Subscription at 8.00 a.m. on 15 December 2023.

Enquiries

EXPECTED TIMETABLE

Notes:

IMPORTANT NOTICE

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or the Joint Bookrunners. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland). Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland) or to any national, resident or citizen of Canada, Australia, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland).

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Ordinary Shares in the United States.

The distribution of this announcement outside the UK and Ireland may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit (i) a public offer of Ordinary Shares in any jurisdiction outside of the UK and Ireland or (ii) possession of this announcement in any jurisdiction outside the UK and Ireland, where action for that purpose is required. Persons outside the UK and Ireland who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.

Members of the public are not eligible to take part in the Placing. This announcement is directed only at persons who are: (a) if in the United Kingdom, persons who are qualified investors, being persons falling within the meaning of article 2(1)(e) of the UK Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (b) if in Ireland, persons who are qualified investors within the meaning of Article 2(e) of Regulation 2017/1129/EU (the "EU Prospectus Regulation") or (c) are persons to whom they may otherwise be lawfully communicated (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

All offers of the Placing Shares in the UK and Ireland will be made pursuant to an exemption from the requirement to produce a prospectus.

Deutsche Numis, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker to the Company in connection with the Placing and Admission. Deutsche Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Deutsche Numis as to, and no liability is accepted by Deutsche Numis in respect of, any of the contents of this announcement. This does not exclude any responsibilities or liabilities of Deutsche Numis under FSMA or the regulatory regime established thereunder.

Goodbody, which is authorised and regulated by the Central Bank of Ireland, is acting as Euronext Dublin Sponsor Adviser for the purposes of the Euronext Dublin Rules and Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker to the Company in connection with the Placing and Admission. Persons receiving this announcement should note that Goodbody is acting exclusively for the Company in connection with the Placing and Admission and is not acting for any other person and will not be responsible to any person for providing the protections afforded to customers of Goodbody or for advising any other person in connection with the Placing. Goodbody's responsibilities as the Company's Euronext Dublin Sponsor under the Euronext Dublin Rules are owed solely to Euronext Dublin and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Goodbody as to, and no liability is accepted by Goodbody in respect of, any of the contents of this announcement.

FORWARD-LOOKING STATEMENTS

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placing, the Subscription, the Retail Offer and the Offer for Subscription, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's 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. These forward-looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the Central Bank of Ireland, Euronext Dublin, the Listing Rules, the UK Disclosure Guidance and Transparency Rules, MAR or other applicable law, the Company expressly disclaims any obligation or undertaking to release publicly 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.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within (a) PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook, (b) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (c) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (d) the local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively, and MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who are capable of evaluating the merits and risks of such an investment, who understand the potential risk of capital loss, for whom an investment in the New Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in Molten Ventures and who have sufficient resources to be able to bear losses (which may equal the whole amount investment) that may result from such an investment. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, the Joint Bookrunners have only procured 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 Product Governance Requirements; 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 New Ordinary Shares.

Each distributor is responsible for undertaking and maintaining its own target market and value assessments in respect of the New Ordinary Shares and determining appropriate distribution channels.

Appendix - Terms and Conditions of the Placing

INTRODUCTION

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND) OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UK, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN ARTICLE 2(1)(E) OF THE UK PROSPECTUS REGULATION AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (B) IF IN IRELAND, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION 2017/1129/EU (THE "EU PROSPECTUS REGULATION") OR (C) ARE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.

THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, 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.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND IN ACCORDANCE WITH REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

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

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for the Placing Shares (the "Placees"), will be deemed to have read and understood this announcement and these terms and conditions in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1.         it is a Relevant Person (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 UK Prospectus Regulation (as applicable): (i) 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 European Economic Area or the UK other than Relevant Persons or in circumstances in which the prior written consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any members state of the European Economic Area or the UK other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation as having been made to such persons;

3.         it (and any person on whose account it is acting) is: (a) not a U.S. Person and is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-U.S. Person as defined in, and in reliance on, Regulation S; and

4.         it is not, and is not acting for the account or benefit of a person who is, a national of Canada, Australia, Japan, or the Republic of South Africa.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Neither of the Joint Bookrunners makes any representation to any Placee regarding an investment in the Placing Shares referred to in this announcement (including this Appendix).

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

This announcement (including this Appendix) 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 (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa, any member state of the European Economic Area (other than Ireland) or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions on transfer contained in this announcement (including this Appendix). No public offer of securities of the Company under the Placing or the Subscription is being made in the United Kingdom, Ireland, the United States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the US Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States. The Placing Shares are being offered and sold only outside the United States in offshore transactions as defined in, and in accordance with, Regulation S.

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 or the Japanese Ministry of Finance; 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 any of Australia, Canada, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland). Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland).

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

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

1.    DETAILS OF THE PLACING

1.1          The Joint Bookrunners have entered into the Placing Agreement with the Company under which each of the Joint Bookrunners has, on the terms and subject to the conditions set out therein, undertaken to use their respective reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Issue Price. The Placing is not being underwritten.

1.2          The Placing Shares will, when issued, be subject to the Articles of Association, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares and any Retail Offer Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares on or after the date of Admission. The Placing Shares will be issued free of any encumbrance, lien or other security interest.

1.3          The Placing Agreement contains customary warranties given by the Company to the Joint Bookrunners as 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.

1.4          The Joint Bookrunners (after consultation with the Company) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing and the Subscription. The Company and the Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The Joint Bookrunners shall be entitled to effect the Placing by such method as the Joint Bookrunners shall in their sole discretion determine. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any holding company of a Joint Bookrunner nor any subsidiary branch, affiliate or any associated undertaking of any such company nor any of their respective directors, officers and employees (each an "affiliate") nor any person acting on behalf of any of the foregoing shall have any liability (subject to applicable legislation and regulation) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates nor any person acting on its or their behalf shall have any liability to Placees in respect of its conduct of the Placing.

1.5          Each Placee's obligations will be owed to the Company and to the Joint Bookrunners. Following the confirmation referred to below in the section entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares which such Placee has agreed to acquire.

1.6          Each Placee agrees to indemnify on demand and hold each of 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 acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.

1.7          The Placing is also conditional upon the Placing Agreement becoming unconditional and not being terminated in accordance with its terms. Further details of the conditions in relation to the Placing are set out below in the section entitled "Conditions of the Placing".

1.8          A Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by the Joint Bookrunners at the Issue Price, conditional, inter alia, on: (i) Admission occurring and becoming effective by 8.00 a.m. on 15 December 2023 (or such later time and/or date, not being later than 5.00 p.m. on 31 December 2023, as the Company and the Joint Bookrunners may agree); (ii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before the date of Admission; and (iii) the Joint Bookrunners confirming to their respective Placees their allocation of Placing Shares.

1.9          To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of Placing Shares will not be issued

1.10        In addition to the Placing and the Subscription, the Company intends to make an offer on the PrimaryBid platform of New Ordinary Shares (the "Retail Offer Shares") and also the Offer for Subscription to Qualifying Forward Partners Shareholders, in each case at the Issue Price. The Retail Offer and the Offer for Subscription are conditional on completion of the Placing but neither the Placing nor the Subscription is conditional on completion of the Retail Offer or the Offer for Subscription. The Joint Bookrunners are acting as placement agents only in connection with the Placing and are not acting for any person, including the Company, in respect of the Subscription, the Retail Offer or the Offer for Subscription. Neither of the Joint Bookrunners nor any of their respective affiliates will have any liability (subject to applicable legislation and regulations) to any person in respect of the Subscription, the Retail Offer or the Offer for Subscription.

2              APPLICATION FOR ADMISSION TO TRADING

Applications will be made to (i) the FCA for admission of the New Ordinary Shares to be issued under the Issue to the premium listing segment of the Official List; (ii) to the London Stock Exchange for the admission of the New Ordinary Shares to be issued under the Issue to trading on the Main Market; and (iii) Euronext Dublin for admission of the New Ordinary Shares to be issued under the Issue to a secondary listing on the Euronext Dublin Daily Official List; and (iv) Euronext Dublin for the New Ordinary Shares to be issued under the Issue to be admitted to trading on the Euronext Dublin Market. It is expected that settlement of Placing Shares and Admission will become effective on or around 8.00 a.m. on 15 December 2023 and that dealings in the Placing Shares will commence at that time.

3              PAYMENT FOR SHARES

Each Placee has a separate, irrevocable and binding obligation to pay the Issue Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by Deutsche Numis or Goodbody, as applicable. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall, at the relevant Joint Bookrunner's sole discretion, either be rejected or accepted, in which case the section below entitled "Registration and Settlement" shall apply to such application.

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

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

4.2          Each of Deutsche Numis and Goodbody (whether through itself or any of its affiliates) is arranging the Placing as joint bookrunner to the Company for the purpose of using its respective reasonable endeavours to procure Placees at the Issue Price for the Placing Shares (other than the BlackRock Shares). Deutsche Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Deutsche Numis or for providing advice in relation to the matters described in this announcement. Goodbody is authorised and regulated in Ireland by the Central Bank of Ireland, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Goodbody or for providing advice in relation to the matters described in this announcement.

4.3          The Issue Price is a fixed price of 270 pence per Placing Share.

4.4          The Joint Bookrunners are arranging the Placing severally, and not jointly or jointly and severally, as joint bookrunners and placing agents of the Company.

4.5          Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any of its affiliates to do so.

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

4.7          The timing of the closing of the Bookbuild is to be determined at the discretion of the Company and the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce the number of Ordinary Shares to be issued pursuant to the Placing, in its absolute discretion.

4.8          The Placing Shares will be issued subject to the terms and conditions of this announcement (including 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. 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.

4.9          All times and dates in this announcement (including this Appendix) may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

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

4.11        The Company will release the Results Announcement following the close of the Bookbuild, detailing the aggregate number of the New Ordinary Shares to be issued under the Placing and the Subscription at the Issue Price.

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

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

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

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

4.16        Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that neither of the Joint Bookrunners nor of their respective affiliates shall have any liability to the Placees for the failure of the Company to fulfil those obligations.

5              CONDITIONS OF THE PLACING

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

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

(i)   the passing of the Resolution at the General Meeting;

(ii)   the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(iii)  Admission taking place not later than 8.00 a.m. on 15 December 2023 (or such later date as may be agreed between the Company and the Joint Bookrunners not being later than 5.00 p.m. 31 December 2023 (the "Final Date")).

5.3          If: (a) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the respective time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree not being later than the Final Date; or (b) the Placing Agreement is terminated at any time before Admission as described below in the section entitled "Right to terminate under the Placing Agreement", the Placing will lapse and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

5.4          Subject to certain exceptions, the Joint Bookrunners may, at their absolute discretion and upon such terms as they think fit, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement (including this Appendix).

5.5          Neither 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, nor in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decisions are within the absolute discretion of the Joint Bookrunners and/or the Company (as relevant).

6              RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

6.1          Either of the Joint Bookrunners may, at any time before Admission, terminate its obligations under the Placing Agreement by giving notice to the Company (with a copy to the other Joint Bookrunner), if in the opinion of such Joint Bookrunner (acting in good faith), inter alia:

(a)           any of the warranties given by the Company under the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

(b)           the Company fails to comply with any of its obligations under the Placing Agreement; or

(c)           there has been a Material Adverse Change (as defined in the Placing Agreement); or

(d)           certain force majeure events occur,

and such termination by either of the Joint Bookrunners shall also terminate the Placing Agreement.

6.2          By participating in the Placing, Placees agree that the exercise by either of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise such right or discretion. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

7              NO PROSPECTUS

7.1          The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus to be published in the United Kingdom, Ireland or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA or the Central Bank of Ireland in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) and certain business and financial information the Company is required to publish in accordance with the Listing Rules and the rules and practices of the FCA and the Central Bank of Ireland (collectively "Exchange Information").

7.2          Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to each of the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or either of them (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trading confirmation or contract note referred to below), any of their respective affiliates, any persons acting on its behalf or the Company and neither of the Joint Bookrunners or any of their respective affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).

7.3          By participating in the Placing, each Placee acknowledges to and agrees with each of the Joint Bookrunners (in each case for itself and as agent for the Company) that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

8.            TARGET MARKET ASSESSMENT

8.1          Solely for the purposes of the product governance requirements contained within (a) PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook, (b) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (c) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (d) the local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively, and MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

8.2          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 Placing. Furthermore, it is noted that, the Joint Bookrunners have only procured investors who meet the criteria of professional clients and eligible counterparties.

8.3          For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the Product Governance Requirements; 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.

8.4          Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

9              REGISTRATION AND SETTLEMENT

9.1          Settlement of transactions in the Placing Shares (ISIN: GB00BY7QYJ50) following Admission will take place within CREST using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that the Joint Bookrunners deem necessary, if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement (including this Appendix) or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

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

9.3          It is expected that settlement will take place on or about 15 December 2023 in CREST on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation or contract note. Settlement will be through Deutsche Numis against CREST ID: 600 and through Goodbody against CREST ID: 432.

9.4          Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank PLC.

9.5          Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for that Joint Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify the relevant Joint Bookrunner 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, each Placee confers on the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Joint Bookrunner lawfully takes in pursuance of such sale.

9.6          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 other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither of the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

9.7          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, 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 either the Company and/or either of 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.

9.8          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.

10           REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

10.1        By submitting a bid in the Bookbuild and participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) to the Company, each of the Joint Bookrunners and the Registrar as follows:

(a)           represents and warrants that it has read and understood this announcement (including this Appendix) 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 undertakes not to redistribute or duplicate this announcement (including this Appendix);

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

(c)           acknowledges that the Placing Shares are admitted to trading on the London Stock Exchange's Main Market and to the Euronext Dublin Market, and the Company is therefore required to publish 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 that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

(d)           acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that neither of the Joint Bookrunners, any of their respective affiliates nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement (including this Appendix) and any 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 on any representations, warranties or statements made by the Joint Bookrunners, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither of the Joint Bookrunners, any of their respective affiliates nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any such 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 (including this Appendix) as it may otherwise place on a prospectus or admission document;

(e)           acknowledges and that the Joint Bookrunners are not acting for it or its clients and that the Joint Bookrunners will not be responsible for providing protections to it or its clients;

(f)            acknowledges that neither of the Joint Bookrunners, any of their respective affiliates nor any person acting on behalf of it or them has or shall have any liability for any publicly available or filed information (including any Exchange 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;

(g)           that, save in the event of fraud on the part of the relevant Joint Bookrunner (and to the extent permitted by the FCA and/or the Central Bank of Ireland), neither of the Joint Bookrunners nor any of their respective affiliates shall be liable to Placees for any matter arising out of the role (i) of Deutsche Numis acting as joint sponsor, joint global co-ordinator, joint bookrunner or joint corporate broker or otherwise, or (ii) Goodbody acting as joint sponsor, Euronext Dublin sponsor, joint global co-ordinator, joint bookrunner or joint corporate broker or otherwise, in each case 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 it may have in respect thereof;

(h)           represents and warrants that it is not a person located in the United States and is eligible to participate in an "offshore transaction" as defined in, and in accordance with, Regulation S and the Placing Shares were not offered to it by means of "directed selling efforts" as defined in Regulation S;

(i)            acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and that the Placing Shares are only being offered and sold outside the United States in offshore transactions as defined in and pursuant to Regulation S. It further agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

(j)            unless otherwise specifically agreed in writing with the Joint Bookrunners, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United, States, Australia, Canada, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland);

(k)           acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland) and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

(l)            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 the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

(m)          represents and warrants that: (i) it has complied with and will continue to comply with its obligations under MAR, the Criminal Justice Act 1993 and Part VIII of FSMA and other applicable law; (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, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and any other applicable law (where all such legislation listed under this limb (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) 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; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) 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 pursuant to AML Legislation and it 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 relevant Joint Bookrunner and/or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which the relevant Joint Bookrunner and/or the Company 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 or any other information as may be required to comply with legal or regulatory requirements (including in particular under AML Legislation)) in the form and manner requested by the relevant Joint Bookrunner or the Company 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 at their sole discretion;

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

(o)           in the case of any Placing Shares acquired by it as a financial intermediary (as that term is used in the UK Prospectus Regulation or the EU Prospectus Regulation, as applicable), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK or Ireland other than Qualified Investors as defined in Article 2(1)(e) of the UK Prospectus Regulation or the EU Prospectus Regulation, as applicable, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

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

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

(r)            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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

(s)            represents and warrants that it has complied, and will comply, with all applicable provisions of FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

(t)            if in the United Kingdom, represents and warrants that it is a person who: (i) falls within Article 49(2)(A) to (D) or 19(5) of the Order or it is a person to whom the Placing Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; (ii) is a Qualified Investor as defined in Article 2(1)(e) of the UK Prospectus Regulation; and (ii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

(u)           if the Placee is a resident, domiciled in, or with a registered office in the European Economic Area, it confirms that the Placing Shares have only been promoted, offered, placed or otherwise marketed to it in, and the subscription will be made from, (a) a country outside the European Economic Area; (b) a country in the European Economic Area that has not transposed the EU AIFM Directive as at the date the Placee's commitment to subscribe is made; or (c) a country in the European Economic Area in respect of which it is lawfully able to subscribe for Placing Shares from that country;

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

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

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

(y)           undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement (including this Appendix) on the due time and date set out in this announcement (including this Appendix), failing which the relevant Placing Shares may be placed with other subscribers or sold as Deutsche Numis or Goodbody, as applicable may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Deutsche Numis or Goodbody, as applicable, 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;

(z)            acknowledges that neither of the Joint Bookrunners, any of their respective affiliates, nor any person acting on behalf of any of them (i) is making any recommendations to it or (ii) 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 participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of either of the Joint Bookrunners and that neither of the Joint Bookrunners has any duties or responsibilities to it for providing the protections afforded to that Joint Bookrunner's 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 the Joint Bookrunners' respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

(aa)         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 of 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 to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be issued to the CREST stock account of Deutsche Numis or Goodbody (as applicable) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(bb)         acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and 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;

(cc)         acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

(dd)         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;

(ee)         acknowledges that it is an institution that has such 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. Each Placee further acknowledges and agrees that it has relied solely on its own examination and due diligence of the business, financial or other position of the Company and the terms of the Placing, including the merits and risks involved, in deciding to participate in the Placing and it will not rely on any investigation that either of the Joint Bookrunners, their respective affiliates or any other person acting on its or their behalf has or may have conducted;

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

i.  it acknowledges that the Target Market Assessment undertaken by the Joint Bookrunners does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II and the UK MiFID Laws; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

ii. notwithstanding any Target Market Assessment undertaken by the Joint Bookrunners, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of the Placing Shares with the end target market;

iii.                it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;

iv.                it agrees that if so required by the Joint Bookrunners, it shall provide aggregated summary information on sales of the Placing Shares as contemplated under Rule 3.3.30R of the FCA's PROD Sourcebook and information on the reviews carried out under Rules 3.3.26R to 3.3.28R of the PROD Sourcebook;

(gg)         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 the 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;

(hh)         acknowledges that the Joint Bookrunners or any of their respective affiliates acting as an investor for its 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;

(ii)           to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this announcement (including this Appendix) and agrees to comply with the selling restrictions set out in this announcement (including this Appendix);

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

(kk)         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 each of the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and that the Company, the Joint Bookrunners and their respective affiliates are irrevocably authorised to produce this announcement (including this Appendix) or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; and

(ll)           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 and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

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

10.3        Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

10.4        When a Placee or person acting on behalf of the Placee is dealing with either of the Joint Bookrunners, any money held in an account with that 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 or the Central Bank of Ireland. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of its own business and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.

10.5        Each of the Joint Bookrunners is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties (including any of its affiliates), part or all of its fees relating to the Placing.

11           MISCELLANEOUS

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

11.2        The rights and remedies of the Joint Bookrunners, the Registrar 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.

11.3        If any of the Joint Bookrunners, the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them. Without limiting the foregoing, on application, each Placee may be asked to disclose, in writing or orally to the relevant Joint Bookrunner:

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

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

11.4        All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to the relevant Joint Bookrunner. Each Placee agrees to be bound by the Articles of Association once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee.

11.5        The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the relevant Joint Bookrunner.

11.6        The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction.

11.7        In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several.

11.8        All times and dates in this announcement (including this Appendix) may be subject to amendment and the Joint Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined. Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this announcement (including this Appendix) being achieved. Deutsche Numis or Goodbody, as applicable, shall notify the Placees and any person acting on behalf of the Placees of any changes.

12           DATA PROTECTION

12.1        The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with the Company's Privacy Policy Notice, a copy of which can be found on the Company's website: https://www.moltenventures.com/privacy-policy.

12.2        Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as detailed in the Privacy Policy Notice.

DEFINITIONS

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