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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

23 November 2022

Helios Underwriting plc

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

Fundraising to raise up to approximately £13.5 million

Helios, the unique investment vehicle which acquires and consolidates underwriting capacity at Lloyd's, announces a conditional placing, subscription and open offer (the "Fundraise") to raise up to approximately £13.5 million.

Transaction Highlights

The fundraising

-   A conditional agreement to subscribe has been received to raise £312,000 through the issue of 200,000 new ordinary shares ("New Ordinary Shares") to Michael Cunningham, Chairman of the Company, at £1.56 per share (the "Issue Price") subject to Shareholder approval ("Subscription").

-     Conditional placing to raise approximately £12 million through the issue of New Ordinary Shares, in aggregate, to investors at the Issue Price (the "Placing Shares") subject to approval of the Company's shareholders ("Shareholders")("Placing").

-      Odey Asset Management LLP has offered to act as the cornerstone investor in the Placing.

-     The Placing is being conducted by way of an accelerated book build, with the book build to commence immediately following this announcement (the "Book Build"). Shore Capital is acting as Nominated Adviser, Broker and Bookrunner in relation to the Placing. To bid in the Book Build, eligible participants should communicate their bid by telephone or in writing to their usual sales contact at Shore Capital.

-     Proposal to raise a further approximately £1.5 million by way of a conditional open offer of 984,088 New Ordinary Shares ("Open Offer Shares") at the Issue Price subject to Shareholder approval ("Open Offer").

-     The Issue Price represents a discount of approximately 0.3 per cent. to the closing price of £1.565 per share on 22 November 2022.

-     The New Ordinary Shares issued in the Fundraise are expected to commence trading on AIM, subject to Shareholder approval, at 8:00 a.m. on 14 December 2022.

Use of proceeds

-    The Company expects to use the net proceeds of the Fundraise to assist in the funding of the necessary underwriting capital for the 2023 underwriting year and for acquiring new LLVs. It has a flexible business plan enabling it to optimise the deployment of the net proceeds best to suit prevailing market conditions.

The above transaction highlights and the summary announcement below should be read in conjunction with the full text of the announcement set out below and the appendix at the end of this announcement (the "Appendix").

General Meeting

A circular, containing details of the Fundraise, is expected to be posted to Shareholders on or around 24 November 2022, and will be available on the Company's website, along with a form of proxy to vote at a general meeting expected to be convened at 10:00 a.m.  on 13 December 2022 ("General Meeting") and (for qualifying Shareholders) an application form for the Open Offer (the "Circular"). The Placing, Subscription and Open Offer are conditional on Shareholders voting in favour of certain Resolutions at the General Meeting.

The Placing

Helios has entered into a placing agreement (the "Placing Agreement") with Shore Capital which is acting as Nominated Adviser, Broker and Bookrunner in relation to the Placing. Pursuant to the Placing Agreement, Shore Capital has agreed to use reasonable endeavours to place the Placing Shares with certain new and existing institutional and other investors. The Placing is not underwritten. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this announcement (which forms part of this announcement).

The Placing is subject to the terms and conditions set out below. Shore Capital will commence a book building process in respect of the Placing (the "Book Build"), which will start with immediate effect following the release of this announcement. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing Ordinary Shares in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue. The issue of the Placing Shares is subject to the authorities to be granted at the General Meeting.

The timing of the closing of the Book Build and allocations shall be at the discretion of the Company and Shore Capital. However, the Book Build is expected to close no later than 7.00 a.m. on 24 November 2022.  Members of the public are not eligible to participate in the Placing.

A further announcement will be made following the close of the Book Build.

By choosing to participate in the Placing and by making a verbal offer to acquire New Ordinary Shares to be issued under the Placing, investors will be deemed to have read and understood this announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Application for admission

An application will be made for the admission of the Placing Shares, Subscription Shares and Open Offer Shares to trading on AIM and dealings in the Placing Shares, Subscription Shares are expected to commence at 8.00 a.m. on 14 December 2022. The Placing Shares, Subscription Shares and Open Offer Shares when issued, will rank pari passu with the Existing Ordinary Shares.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (ED No.596/2014) (and all delegated regulations, implementation directives, technical standards and guidance issued by European Securities and Markets Authority from time to time, as implemented in the UK by the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal) Act 2020)) ("UK MAR"), encompassing information relating to the Placing, the Subscription and the Open Offer as described above, and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.

For further information please contact:

Helios Underwriting plc

Nigel Hanbury - Chief Executive                                       +44 (0)7787 530 404 / nigel.hanbury@huwplc.com

Arthur Manners - Chief Financial Officer                       +44 (0)7754 965 917

Shore Capital (Nomad, Broker and Bookrunner)

Robert Finlay (Corporate Advisory)                                  +44 (0)20 7408 4080

David Coaten (Corporate Advisory)                 

Henry Willcocks (Corporate Broking)             

Gallagher Securities (Financial Adviser)

Deepon Sen Gupta                                                              +44 (0)20 3124 6033

Alastair Rodger                                                                    

Buchanan

Helen Tarbet / Henry Wilson / George Beale                 +44 (0)7872 604 453

                                                                                                +44 (0)20 7466 5111 

About Helios

Helios provides a limited liability direct investment into the Lloyd's insurance market and is quoted on the London Stock Exchange's AIM market (ticker: HUW). Helios trades within the Lloyd's insurance market writing approximately £232 million of underwriting capacity for the 2022 year of account. The portfolio provides a good spread of business being concentrated in property insurance and reinsurance. For further information please visit www.huwplc.com.

IMPORTANT INFORMATION

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

The New Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of USA, Australia, Canada, Japan, the countries of the EEA and the Republic of South Africa.  Shareholders outside the UK and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser, and Shore Capital Stockbrokers Limited is acting exclusively as broker, for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the contents of this announcement or any matter referred to in it.  The responsibilities of Shore Capital as the Company's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

No liability is accepted by Shore Capital nor does it make any representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company and the matters described in this announcement and accordingly Shore Capital disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement, to the maximum extent permitted by law and the regulations to which it is subject.

This announcement contains (or may contain) certain forward looking statements with respect to the Company, its group and certain of 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 sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning.  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 exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, 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 at the date they are made.  Except as required by the FCA, the London Stock Exchange, the Panel or applicable law, the Company, Shore Capital and Corporate Limited and their respective directors, officers, employees, agents, managers, members and partners expressly disclaim 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.

FURTHER INFORMATION

The following is derived from the Company's Circular containing details of the Fundraising, which is expected to be posted to Shareholders on 24 November 2022 along with a Form of Proxy to vote at a General Meeting expected to be convened on 13 December 2022 and (for Qualifying Shareholders) an Application Form for the Open Offer. The following information is subject to change.

Introduction

The Company has grown successfully by implementing its strategy of building a fund of capacity on the better syndicates at Lloyd's by acquiring limited liability vehicles (LLVs). Since November 2020, the Company has raised £74 million of equity to enable the Company to finance significantly increased underwriting capacity at Lloyd's, growing from £70 million for the 2020 year of account, as at 2 November 2020, to £232 million, as at Latest Practicable Date. In order to take advantage of the current market conditions and potential for shareholder value enhancement, the Company expects to increase its capacity portfolio to £290 million for the 2023 underwriting year, an increase of 25 per cent. over the Company's 2022 underwriting year, and intends to continue its campaign of acquiring additional LLVs.

Fundraising

The Company proposes to raise approximately £12 million at the Issue Price pursuant to the Placing and Subscription and to carry out an Open Offer to raise gross proceeds of up to an additional approximately £1.5 million. The Open Offer provides Qualifying Shareholders with an opportunity to participate in the Fundraising at the Issue Price.

The Issue Price of £1.56 per New Ordinary Share represents an approximate 0.3 per cent. discount to the Closing Price of £1.565 per Ordinary Share on the Latest Practicable Date.

Odey Asset Management LLP has offered to act as the cornerstone investor in the Placing.

Although the Company has a flexible business model allowing it to vary how it deploys its capital best to suit market conditions, the Board expects that the primary use of the net proceeds of the Fundraise will be used to fund the required underwriting capital for the 2023 underwriting year and for the continued acquisition of LLVs.

Shareholder approval is being sought at the General Meeting in respect of the authorities required to implement the Fundraising, further details of which are set out below. The Fundraising is conditional, amongst other things, on the passing of the Resolutions by the Shareholders at the General Meeting.

Business Strategy

Helios' business strategy, relevant to Shareholders and new investors is to:

·      provide an income generating investment in Lloyd's underwriting capacity thereby generating returns through dividend income as well as capital growth through reinvestment of retained earnings;

·      select a capacity portfolio of leading syndicates at Lloyd's. The Company's portfolio historically has a strong record of outperforming the Lloyd's market and the results of the average of Lloyd's members agents' portfolios;

·      deploy risk management tools to improve returns and to mitigate the effect of losses and solvency funding demands that are not necessarily available to smaller participants on the same terms;

·      provide a cost-efficient platform for participation at Lloyd's, without the usual LLV profit commission potentially payable to Lloyd's members' agents, and taking advantage of the cost efficiencies of increased scale;

·      generate (i) fee income and (ii) profit commission (if the business is profitable) from managing capital on behalf of third party investors such as quota share reinsurance partners to support Helios' owned portfolio; and

·     provide access to investment in Lloyd's through an investment in a tradeable AIM quoted security which also attracts Business Property Relief for IHT purposes.

Helios' executive management team have significant holdings in the Company, ensuring a strong alignment with the Shareholders' interests.

Background to and Reasons for the Fundraising and Use of Proceeds

Helios' strategy is to build a fund of Lloyd's underwriting capacity through the acquisition and consolidation of acquired LLVs, together with supporting syndicates offering relationship capacity. The Company gives Shareholders access to a diversified portfolio of (re)insurance risk which has substantially outperformed the broader Lloyd's market. The business model allows for a significant increase in the Company's scale without having a meaningful impact on its cost base. Quota share and excess of loss reinsurance is utilised to reduce the exposure of the portfolio and assist in the financing of the required underwriting capital.

This strategy has resulted in the Company having £290 million of provisional underwriting capacity for the 2023 year of account (an increase of 25 per cent. over the Company's 2022 year of account).

Helios has grown rapidly in recent years and is well placed to take advantage of highly attractive market conditions in Lloyd's. Significant and sustained rate rises across all (re)insurance classes in recent years now provide a highly favourable rating environment for underwriters and Helios has a strong track record of outperforming the Lloyd's market. Furthermore, the Lloyd's Corporation has been driving various initiatives to remediate underperforming syndicates and reduce expenses - Helios shareholders are expected to benefit from these projects to improve market performance.  In addition to organic growth to capture the current market opportunity, Helios continues to be in active dialogue with LLV owners about acquiring their vehicles over the coming months. The Board expects that further acquisitions will be completed prior to the year end.

Helios has substantial freehold syndicate holdings and normally looks to increase its participation when freehold entitlements are offered by syndicates growing their underwriting capacity.  During 2022 to the Latest Practicable Date, £37 million (2021: £3.9 million) of capacity was offered to Helios by way of pre-emptions, reflecting the buoyant trading conditions and the desire of the syndicates' management teams to capitalise on the improved underwriting conditions. 

The proportion of new relationship capacity being available with annual tenure (as opposed to freehold tenure) has, however, increased (from 38 per cent. of the overall capacity portfolio for the 2022 YOA to 52 per cent. of the overall capacity portfolio for the 2023 YOA) as syndicates' management teams judge the present hardening market conditions opportune to build their businesses and source capital from non-competitive third party capital providers. Helios has also engaged with some new syndicate opportunities. These syndicates allow the Company to invest in a non-correlating portfolio of risks that do not naturally gravitate to the Lloyd's market.

The Company currently cedes approximately 26 per cent. of its 2022 portfolio to quota share reinsurers, equating to approximately £61 million of capacity. Due to the improving market conditions, the Board is exploring the option of retaining a larger proportion of any additional capacity underwritten and reducing capacity reinsured going forward into the 2023 underwriting year to approximately 20 per cent.

The Company is expected to increase its use of excess of loss reinsurance, and use the proceeds from the recent sale of capacity at the Lloyd's auctions and part of the net proceeds from this Fundraise, to assist in the funding of the necessary underwriting capital for the 2023 underwriting year and for acquiring new LLVs. It has a flexible business plan enabling it to optimise the deployment of the net proceeds best to suit prevailing market conditions.

Given these clear opportunities for growth and shareholder value enhancement, the Company proposes to raise approximately £12 million through the issue of New Ordinary Shares pursuant to the Placing and Subscription, and up to £1.5 million through the issue of New Ordinary Shares pursuant to the Open Offer, with each New Ordinary Share being issued at the Issue Price.

In addition to the Fundraising, the Company is also considering alternative sources of financing, including debt capital, to accelerate the growth of its capacity fund during 2023.

Trading Update

Helios provides a limited liability direct investment into the Lloyd's insurance market and is quoted on AIM (ticker: HUW). Shareholder returns are generated primarily from the underwriting returns on the capacity portfolio, as well as reinsurance commissions and by acquiring LLVs at below fair value and from the investment return on underwriting capital. The Lloyd's capacity is a significant part of the value of the business, so movements in auction prices affect shareholder value.

The 2022 capacity auctions have recently completed and, although the weighted average prices reduced, the value attributed to the pre-emptions offered offset the revised prices so that there has been a small increase in the expected TNAV per share from the overall capacity portfolio by 2 pence per Ordinary Share to £1.51 per Ordinary Share (30 June 2022: £1.49 per Ordinary Share).

Recent years have seen significant loss events resulting in increased underwriting discipline and therefore increased pricing.  (Re)insurers are increasingly focused on risk management and returns - cutting line sizes, improving terms and repricing low-margin business.

This trend has been amplified by significant shortfall in industry casualty reserves pre-COVID (estimated by some market participants at $100 billion to $200 billion); and COVID-19, with over $40 billion of insured losses, marking the pandemic as the third largest cost to insurers of any catastrophe.

Current inflationary pressures and other more recent global factors (e.g. the war Ukraine and Hurricane Ian) support the Board's view that a market environment of sustainable rate increases can be expected to last for some time.

The increase in bond yields in 2022 is likely to incur investment losses for the full 2022 underwriting year, which will affect the results of the syndicates within the Company's portfolio. The higher yields will benefit the investment returns from the assets managed by the syndicates in the future. These factors will have affected the results of the syndicates supported but it is too early to estimate their impact on the underwriting result of the Company's portfolio for 2022.

Details of the Fundraising

Details of the Placing

The Company proposes to conditionally raise approximately £11.7 million (before expenses) through a placing of New Ordinary Shares at £1.56 per share.

The Placing is not being underwritten and will be conditional, inter alia, upon:

the passing, without amendment, of the Resolutions at the General Meeting;

·      the Placing and Open Offer Agreement becoming unconditional in all respects (save in respect of the condition in respect of Admission having occurred) and not having been terminated in accordance with its terms; and

·      Admission occurring by not later than 8.00 a.m. on 14 December 2022 (or such later time and/or date as the Company and Shore Capital may agree, not being later than 31 December 2022).

Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.

Details of the Subscription

The Company proposes to conditionally raise approximately £0.3 million (before expenses) through the issue of New Ordinary Shares at £1.56 per share, pursuant to the Subscription.

The Subscription is not being underwritten and will be conditional, inter alia, upon:

·      the passing, without amendment, of the Resolutions at the General Meeting; and

·      Admission occurring by not later than 8.00 a.m. on 14 December 2022 (or such later time and/or date as the Company and Shore Capital may agree, not being later than 31 December 2022).

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Subscription will not proceed.

Details of the Open Offer

The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the Fundraising by subscribing for their respective Open Offer Entitlements. Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for 1 Open Offer Share for every 70 Existing Ordinary Shares held on the Record Date.

Qualifying Shareholders applying for their Open Offer Entitlements in full may also apply, under the Excess Application Facility, for Excess Shares in addition to their Open Offer Entitlements as described below.

Assuming that the maximum number of Open Offer Shares are allotted and issued pursuant to the Open Offer, the Open Offer would raise gross proceeds of approximately £1.5 million. The Open Offer is not being underwritten.

The Issue Price represents a discount of approximately 0.3 per cent. to the Closing Price of £1.565 per Ordinary Share on the Latest Practicable Date.

Open Offer Entitlements

Qualifying Shareholders are invited, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares up to their Open Offer Entitlement at the Issue Price. Qualifying Shareholders have an Open Offer Entitlement of:

1 Open Offer Share for every 70 Existing Ordinary Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date.

Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Open Offer Entitlements.

The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 984,088 Open Offer Shares.

Qualifying Shareholders who apply for any or all of their Open Offer Entitlement will be allocated with the number of Open Offer Shares validly applied for, subject to the Open Offer becoming unconditional.

To the extent that applications are not received in respect of the Open Offer Shares under the Open Offer, such Open Offer Shares may be allocated to Qualifying Shareholders to meet any valid applications under the Excess Application Facility.

Excess Application Facility

Qualifying Shareholders who have taken up their Open Offer Entitlement in full may apply to subscribe for Excess Shares using the Excess Application Facility. Qualifying Non-CREST Shareholders wishing to apply to subscribe for Excess Shares, may do so by completing the relevant sections on the Application Form. Qualifying CREST Shareholders who wish to apply to subscribe for more than their Open Offer Entitlements will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to the Circular for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

The Excess Application Facility will comprise the Open Offer Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements. Applications under the Excess Application Facility will therefore only be satisfied to the extent that other Qualifying Shareholders do not apply for their Open Offer Entitlements in full. Qualifying Shareholders can apply for any number of Excess Shares under the Excess Application Facility, although if applications exceed the maximum number available, the applications will be scaled back on a pro rata basis or otherwise at the discretion of the Directors. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

Application Procedure under the Open Offer

Qualifying Shareholders may apply for any whole number of Open Offer Shares, subject to the limit of their Open Offer Entitlement. Qualifying Shareholders who have taken up their Open Offer Entitlement in full may also apply to subscribe for Excess Shares using the Excess Application Facility. The Open Offer Entitlement, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown in Box 4 on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST.

Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Open Offer Entitlements. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlement as soon as practicable after 8.00 a.m. on 25 November 2022.

Application will be made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST, which will be enabled for settlement in CREST as soon as practicable after 8 a.m. on 14 December 2022. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit.

Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the circular and, where relevant, on the Application Form.

Conditionality

The Open Offer is conditional, inter alia, upon the following:

·      the passing, without amendment, of the Resolutions at the General Meeting;

·      the Placing and Open Offer Agreement becoming unconditional in all respects (save in respect of the condition in respect of Admission having occurred) and not having been terminated in accordance with its terms; and

·      Admission occurring by not later than 8.00 a.m. on 14 December 2022 (or such later time and/or date as the Company and Shore Capital may agree, not being later than 31 December 2022).

If the conditions set out above are not satisfied or waived (where capable of waiver), the Open Offer will lapse and any Open Offer Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

Placing and Open Offer Agreement

The Company has entered into a placing and open offer agreement with Shore Capital dated 23 November 2022, pursuant to which, Shore Capital agreed, inter alia, to use its reasonable endeavours to procure subscribers for New Ordinary Shares as agent for the Company at the Issue Price per share.

Application for Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission of the New Ordinary Shares is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 14 December 2022 (or such later times and/or dates as may be agreed between the Company and Shore Capital). No temporary documents of title will be issued.

The New Ordinary Shares will, with effect from Admission, rank pari passu in all respects with the Existing Ordinary Shares and the New Ordinary Shares will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Important Notice

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Open Offer Entitlements will not be sold in the market on behalf of, or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer. To the extent that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be made available to other Qualifying Shareholders, provided they have taken up their Open Offer Entitlements in full, pursuant to the Excess Application Facility.

Qualifying Shareholders are being invited to participate in the Open Offer and Qualifying Non-CREST Shareholders will have received an Application Form with the Circular.

Any Qualifying Shareholder who has sold or transferred all or part of his registered holding(s) of Existing Ordinary Shares prior to the date on which the Ordinary Shares were marked 'ex-entitlement' is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him/her by the purchasers under the rules of the London Stock Exchange.

Effect of the Fundraising

Immediately following Admission, the New Ordinary Shares are expected to represent approximately 11 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed in full).

Directors' Interests and Intentions in relation to the Fundraising

The interests (all of which are beneficial unless stated otherwise) of the Directors, and their respective immediate families and of persons connected with them (within the meaning of section 252 of the Act) in the Existing Ordinary Shares as at the Latest Practicable Date and as their expected participation in the Fundraising are as follows:

^{* 622,500 of Nigel Hanbury's Ordinary Shares are jointly owned in accordance with the Company's Joint Share Ownership Plan - 300,000 of which are detailed in the announcement made by the Company on 14 December 2017 and 322,500 of which are detailed in the announcement made by the Company on 17 August 2021.}

^{** 477,500 of Arthur Manner's shares are jointly owned in accordance with the Company's Joint Share Ownership Plan, 200,000 of which are detailed in the announcement made by the Company on 14 December 2017 and 277,500 of which are detailed in the announcement made by the Company on 17 August 2021.}

^{*** Tom Libassi does not hold Ordinary Shares in the Company but is the Co-founder and Managing Partner of Resolute Global Partners Limited, which funds under management of, or associated with, holds 13,407,000 Ordinary Shares.}

Michael Cunningham has subscribed for 200,000 New Ordinary Shares in the Subscription and Nigel Hanbury (including family members) and Martin Reith will acquire 12,564 and 127,566 New Ordinary Shares, respectively, in the Placing. In addition, Arthur Manners will subscribe for his Open Offer Entitlement (16,962 New Ordinary Shares) in the Open Offer.

General Meeting

The General Meeting, notice of which will be set out at the end of the Circular, is to be held at 10:00 a.m. on 13 December 2022 in the Drawing Room at the City of London Club, 19 Old Broad Street, London EC2N 1DS. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions set out in full in the Notice of General Meeting, as summarised below:

·      Resolution 1 is an ordinary resolution to grant the Directors authority to allot new Ordinary Shares for the purposes of the Fundraising.

·    Resolution 2 is conditional on the passing of Resolution 1. Resolution 2 is a special resolution which disapplies the statutory pre-emption rights in respect of the allotment of the New Ordinary Shares to be allotted pursuant to the Fundraise.

If Resolutions 1 and 2 are not passed by Shareholders, the Fundraising will not complete. Shareholders would not then be able to take advantage of the increased premium rates and hardening market.

New incentives

Upon the recommendation of the Remuneration Committee of the Company, the Board is expecting to approve the long-term incentives arrangements of Nigel Hanbury and Arthur Manners for the 2022 calendar year which, in summary, provide for options over shares worth 300% of their current salary with (i) a three-year vesting period plus a two-year holding period and (ii) performance conditions based on total shareholder return (TSR) growth of the Company. Shareholders are not being asked to vote on these incentive arrangements.

Recommendation

The Directors consider that all of the Resolutions are in the best interests of the Company and its Shareholders as a whole and recommend that the Shareholders vote in favour of such Resolutions as they intend to do in respect of their own direct and beneficial shareholdings being, in aggregate, 24,778,352 Existing Ordinary Shares, representing approximately 35.97 per cent. of the Company's existing ordinary share capital.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

^Notes:

^{(1)                    The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders), details of which are set out in the Circular. Subject to certain exceptions, Application Forms will not be despatched to, and Open Offer Entitlements and Excess CREST Open Offer Entitlements will not be credited to, the stock accounts in CREST of Shareholders with registered addresses in any of the Restricted Jurisdictions.}

^{(2)                    Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company, in which event details of the new times and dates will be notified by an announcement through a Regulatory Information Service.}

^{(3)                    References to times in this announcement are to London times unless otherwise stated.}

^{(4)                    Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.}

^{(5)                    The timetable above assumes that all the Resolutions in the Notice of General Meeting are duly passed.}

^{(6)                    If you require assistance, please contact Neville Registrars Limited on 0121 585 1131 if calling within the United Kingdom or +44 121 585 1131 if calling from outside the United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.}

FUNDRAISING STATISTICS

^{1                      Excluding the 419,169 Ordinary Shares held in treasury and which do not carry voting rights.}

^{2                      Assuming the maximum number of Open Offer Shares are issued pursuant to the Open Offer.}

DEFINITIONS

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

APPENDIX

 TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE COUNTRIES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY SHORE CAPITAL, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (I) AND (II) BEING "QUALIFIED INVESTORS"); (II) ARE EITHER "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS 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.

INFORMATION TO DISTRIBUTORS

FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH OF : (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"), INCLUDING ITS ENACTMENT UNDER UK DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II AND UK MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND FOR NO OTHER PURPOSES, SHORE CAPITAL  STOCKBROKERS LIMITED ("SHORE CAPITAL ") HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").

ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (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 HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL CIRCUMSTANCES, SHORE CAPITAL WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II, UK MIFID II OR OTHERWISE; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE ORDINARY SHARES.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  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 ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Shore Capital or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any overseas jurisdiction where action for that purpose is required. 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, the countries of the EEA or the Republic of South Africa, or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

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

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

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

Each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

2              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 Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the Prospectus Regulation otherwise applies other than Qualified Investors or in circumstances in which the prior consent of Shore Capital has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

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

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

5              except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA or any other regulatory body in any member state in the EEA in relation to the Placing or the Placing Shares.

The Placees' commitments will be made solely on the basis of this Announcement and subject to any further terms set forth in the Form of Confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than this Announcement), representation, warranty or statement made by or on behalf of Shore Capital, the Company or any other person and none of Shore Capital, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Shore Capital has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Shore Capital as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Placing Price, such subscription commitments being conditional upon the conditions (summarised below) being satisfied by the Company or otherwise waived by Shore Capital.  The Placing is not being underwritten by Shore Capital or any other person.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

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

It is expected that Admission will take place at 8.00 a.m. on or around 14 December 2022 and that dealings in the Placing Shares, the Subscription Shares and the Open Offer Shares on AIM will commence at the same time.

Principal terms of the Placing

1              Shore Capital is acting as Nominated Adviser, Broker and Bookrunner in relation to the Placing, and as agent for and on behalf of the Company.  Shore Capital 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 their respective customers or for providing advice in relation to the matters described in this Announcement. 

2              Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Shore Capital to participate.  Shore Capital and any of its respective affiliates are entitled to participate in the Placing as principals. The Placing is being conducted by way of an accelerated book build ("Book Build").

3              The price per Placing Share will be payable by all Placees to Shore Capital (as agent of the Company). Placees' allocation of Placing Shares will be confirmed by telephone and/or email following the close of the Book Build.

4              Each Placee's allocation of Placing Shares is determined by Shore Capital in its discretion following consultation with the Company and has been or will be confirmed orally by Shore Capital and a Form of Confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Shore Capital and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Shore Capital's prior written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5              Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to each such Placee by Shore Capital. The terms and conditions of this Appendix will be deemed incorporated in that Form of Confirmation.

6              Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Shore Capital (as agent for the Company), to pay to Shore Capital (or as Shore Capital may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7              Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be issued pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8              All obligations of Shore Capital under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

9              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.

10           To the fullest extent permissible by law and applicable FCA rules, none of (a) Shore Capital, (b) any of its respective affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Shore Capital as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Shore Capital) or (d) any person acting on Shore Capital's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise save where such liability arises from the negligence, fraud or wilful default of the persons referred to in (a) to (d) above.  In particular (and subject to the exceptions above), none of Shore Capital, or any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Shore Capital and the Company may agree.

Registration and Settlement

Settlement of transactions in the Placing Shares will take place inside the CREST system.

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST.

The Company will procure the delivery of the Placing Shares to CREST accounts operated by Shore Capital for the Company and Shore Capital will enter their delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in Shore Capital's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Book Build for the Placing, each Placee allocated Placing Shares in the Placing will be sent a conditional trade confirmation stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide Shore Capital with funds sufficient to purchase such securities prior to the Settlement Date (see below).

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

It is expected that settlement of the Placing Shares will take place on or about 14 December 2022. Settlement will be through Shore Capital against CREST ID: 601 (DJCLT).

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with Shore Capital (as applicable).

If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the conditional trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Placing Shares Trade Date: 12 December 2022

Placing Shares Settlement Date: 14 December 2022 (Electronic)

ISIN code for the Placing Shares: GB00B23XLS45

SEDOL code for the Placing Shares: B23XLS4

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

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, UK stamp duty or stamp duty reserve tax may be payable, for which neither of the Company nor Shore Capital will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Shore Capital in the event that the Company or Shore Capital 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 Shore Capital accordingly.

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

Conditions of the Placing

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

The obligations of Shore Capital under the Placing Agreement in respect of the Placing, are, and the Placing is, conditional upon, inter alia:

(a)   none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings given in the Placing Agreement or which would constitute a specified event, being an event occurring or matter arising on or after the date of the Placing Agreement and before Admission which, which, if it had occurred before the date of the Placing Agreement, would have rendered any of the warranties in the Placing Agreement untrue or incorrect;

(b)   the fulfilment by the Company of its obligations under the Placing Agreement to the extent they fall to be performed prior to Admission;

(c)   the Company allotting and issuing the Placing Shares conditional only on Admission, in accordance with the Placing Agreement; and

(d)   Admission occurring by not later than 8.00 a.m. on 14 December 2022 (or such later date as the Company and Shore Capital may agree in writing, in any event being not later than 31 December 2022).

All conditions to the obligations of Shore Capital included in the Placing Agreement being together, the "conditions".

If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Shore Capital may agree) the Placing Agreement and the rights and obligations in it shall terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

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

Certain conditions may be waived in whole or in part by Shore Capital, in its absolute discretion by notice in writing to the Company and Shore Capital may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

Shore Capital may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Shore Capital nor the Company nor any of their respective affiliates, agents, directors, officers or employees 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of Shore Capital.

Termination of the Placing

Shore Capital may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1              it comes to the attention of Shore Capital that any of the warranties in the Placing Agreement were not true or accurate, or were misleading when given or deemed given; or

2              it comes to the attention of Shore Capital that the Company has failed to comply with its obligations under the Placing Agreement, the Act, FSMA, the AIM Rules for Companies or other applicable law; or

3              it comes to the attention of Shore Capital that any statement contained in, inter alia, this Announcement, the investor presentation and the Circular (the "Issue Documents") has become or been discovered to be untrue, inaccurate or misleading or a new matter has arisen that constitutes a material admission from the Issue Documents; or

4              trading generally on the London Stock Exchange, the New York Stock Exchange or the NASDAQ stock market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the UK or any member of the EEA, which in the opinion of Shore Capital (acting in good faith and after such consultation with the Company as the circumstances may allow) renders the Placing and/or the Open Offer and/or the Subscription and/or the Admission, temporarily or permanently, impracticable or inadvisable; or

5              the Company's application to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM is withdrawn by the Company and/or refused by the London Stock Exchange (as appropriate); or

6              at any time on or before Admission there shall have occurred, happened or come into effect any material adverse change (whether or not foreseeable at the date of this agreement) in, or there shall have occurred, happened or come into effect any development (whether or not foreseeable at the date of this agreement) which is likely to lead to a prospective material adverse change in, national or international political, military (including an outbreak or escalation of hostilities (including, but not limited to, the ongoing conflict in Ukraine)), health (including further escalation of the Covid-19 pandemic), diplomatic, economic, financial or market conditions and/or act of God and/or in the financial position or condition (financial, operational, regulatory, legal or otherwise), earnings, business, assets, management, operations, properties or performance or prospects of the Group as a whole which, in the opinion of Shore Capital (acting in good faith and after such consultation with the Company as the circumstances may allow), renders either the Placing, the Open Offer, the Subscription and/or Admission, temporarily or permanently, impracticable or inadvisable.

If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and Shore Capital  that the exercise by the Company or Shore Capital of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Shore Capital and that neither the Company nor Shore Capital need make any reference to such Placee and that neither Shore Capital nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section of this Appendix and will not be capable of rescission or termination by it after the issue by Shore Capital of a Form of Confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where Shore Capital expressly agrees in writing to the contrary):

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

2      it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;

3      the Existing Ordinary Shares are (and the Placing Shares will be) admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, 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 it 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;

4      it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing;

5      the content of this Announcement is exclusively the responsibility of the Company and the Directors and neither Shore Capital nor any person acting on behalf of either of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company;

6      the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement;

7      neither Shore Capital nor, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information contained in this Announcement;

8      it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

9      it has not relied on any investigation that Shore Capital or the Company or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

10   the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and the Directors and that neither Shore Capital nor any person acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement.  Nothing in this this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

11   the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan, the countries of the EEA or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan,  the countries of the EEA or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

12   it and/or each person on whose behalf it is participating:

12.1.         is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

12.2.         has fully observed such laws and regulations;

12.3.         has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

12.4.         has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

13   it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the countries of the EEA or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the countries of the EEA or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

14   the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the re-offer, resale, pledge or transfer of the Placing Shares;

15   the Company is not registered under the Investment Company Act and that the Company has put in place restrictions to ensure that it is not and will not be required to register under the Investment Company Act;

16   it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

17   it is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S under the Securities Act;

18   if the Placing Shares are being acquired for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

19   it (and any account for which it is purchasing) is acquiring the Placing Shares for investment purposes only and is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof in violation of the Securities Act or any other securities laws of any state or other jurisdiction of the United States;

20   the Company is not obliged to file any registration statement in respect of any resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any securities administrator of any state or other jurisdiction of the United States;

21   if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances with will not require the Company to register under the Investment Company Act;

22   it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

23   neither Shore Capital,  any of its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Shore Capital and Shore Capital has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24   it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Shore Capital  for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Shore Capital may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

25   no action has been or will be taken by any of the Company, Shore Capital or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

26   the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be.  None of Shore Capital or 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 acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Shore Capital in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Shore Capital or transferred to a CREST stock account of Shore Capital ) who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

27   it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Shore Capital for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

28   the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

29   it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA prior to the expiry of a period of six months from 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

30   it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Order and/or an authorised person as defined in section 31 of FSMA; and (b) section 86 of FSMA ("Qualified Investor"), being a person falling within Article 2(e) of the Prospectus Regulation. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

31   it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges that:

31.1.         it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

31.2.         if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the express prior written consent of Shore Capital has been given to the offer or resale;

31.3.         (other than as set out in this Announcement) it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

31.4.         neither Shore Capital nor any of its respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

31.5.         neither Shore Capital nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of Shore Capital, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of Shore Capital's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31.6.         Shore Capital may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise and, except as required by applicable law or regulation, Shore Capital will not make any public disclosure in relation to such transactions;

31.7.         Shore Capital and each of its respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Shore Capital and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither Shore Capital nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

31.8.         it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (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;

31.9.         it is aware of the obligations regarding (i) insider dealing in the Criminal Justice Act 1993, (ii) FSMA, (iii) the EU Market Abuse Regulation No. 596 of 2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal) Act 2020), and (iv) the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

31.10.       in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Shore Capital (for itself and as agent on behalf of the Company or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Shore Capital or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Shore Capital's absolute discretion (as the case may be) or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Shore Capital's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Shore Capital (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Shore Capital and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

31.11.       it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the Form of Confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Shore Capital's conduct of the Placing;

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

31.13.       it irrevocably appoints any duly authorised officer of Shore Capital as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe upon the terms of this Announcement;

31.14.       the Company, Shore Capital and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Shore Capital, on its own behalf and on behalf of the Company and are irrevocable;

31.15.       if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account;

31.16.       time is of the essence as regards its obligations under this Appendix;

31.17.       any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Shore Capital;

31.18.       the Placing Shares will be issued subject to these terms and conditions of this Appendix; and

31.19.       these terms and conditions and all documents into which they are incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Shore Capital 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;

32   by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Shore Capital and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this this Appendix or incurred by Shore Capital (save for those arising from the negligence, fraud or wilful default of Shore Capital), the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this this Appendix shall remain in full force and effect after completion of the Placing. The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or Shore Capital shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and should notify Shore Capital accordingly.  In addition, Placees should note that they will be liable for any capital duty, 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 United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Shore Capital in the event that the Company and/or Shore Capital has incurred any such liability to such taxes or duties;

33   the representations, warranties, acknowledgements and undertakings contained in this this Appendix are given to Shore Capital for itself and on behalf of the Company and are irrevocable;

34   each Placee and any person acting on behalf of the Placee acknowledges that Shore Capital do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement;

35   each Placee and any person acting on behalf of the Placee acknowledges and agrees that Shore Capital may (at its absolute discretion) satisfy its obligation to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so;

36   when a Placee or any person acting on behalf of the Placee is dealing with Shore Capital, any money held in an account with Shore Capital 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 relevant rules and regulations of the FCA made under FSMA.  Each 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 Shore Capital's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

37   references to time in this Announcement are to London time, unless otherwise stated;

38   all times and dates in this Announcement may be subject to amendment;

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

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

41   the Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM;

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

43   pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR") the Company and Shore Capital may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company and/or Shore Capital will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company and/or Shore Capital may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; and (d) without limitation, provide such personal data to their respective affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's and/or Shore Capital's internal administration; and

44   by becoming registered as a holder of Placing Shares, it acknowledges and agrees that the processing by the Company and/or Shore Capital of any personal data relating to it in the manner described above is undertaken for the purposes of: (a) performance of the contractual arrangements between them; and (b) to comply with applicable legal obligations. In providing the Company and/or Shore Capital with information, it hereby represents and warrants to each of them that it has notified any data subject of the processing of their personal data (including the details set out above) by the Company and/or Shore Capital and their respective affiliates and group companies, in relation to the holding of, and using, their personal data for the Purposes. Any individual whose personal information is held or processed by a data controller: (a) has the right to ask for a copy of their personal information held; (b) to ask for any inaccuracies to be corrected or for their personal information to be erased; (c) object to the ways in which their information is used, and ask for their information to stop being used or otherwise restricted; and (d) ask for their personal information to be sent to them or to a third party (as permitted by law). A data subject seeking to enforce these rights should contact the relevant data controller. Individuals also have the right to complain to the UK Information Commissioner's Office about how their personal information has been handled.