This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time) (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

14 October 2021

ITM Power PLC

("ITM Power" or the "Group" or the "Company")

Proposed accelerated Capital Raise to raise approximately £250 million

Introduction

ITM Power plc (AIM: ITM), the energy storage and clean fuel company, is pleased to announce its intention to carry out a non-pre-emptive placing (the "Placing") of ordinary shares of £0.05 each ("Shares") in the capital of the Company (the "Placing Shares"). The Company intends to raise total proceeds of approximately £250 million (before expenses) through the Placing and the Subscription (as defined below).

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this announcement (the "Announcement") and is subject to the terms and conditions set out in this Announcement.

In conjunction with the Placing, Linde, certain directors and a member of the senior management of the Group intend to subscribe for new ordinary shares in the capital of the Company pursuant to the direct subscription with the Company (the "Subscription Shares", and together with the Placing Shares, the "New Shares") at the Placing Price (the "Subscription", and together with the Placing, the "Capital Raise") or via the Placing. It is anticipated that the total proceeds of such participation will amount to approximately £20 million.

Investec Bank plc ("Investec") and Merrill Lynch International ("BofA Securities") are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators", the "Joint Bookrunners" or the "Banks") in connection with the Placing.

The price at which the New Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuild. The timing for the close of the Bookbuild, the number of New Shares, the allocation of the Placing Shares and the Placing Price will be determined by agreement between the Company and the Joint Bookrunners. 

The Group is seeing a significant acceleration in demand for large scale green hydrogen projects in support of national hydrogen strategies, with the tender opportunity pipeline and contracted backlog reaching 1,011MW and 310MW respectively as of 30 September 2021. In order to capitalise on its market leadership the Group intends to use the net proceeds of the Capital Raise principally to enable an acceleration of the Group's technology capabilities and to expand its manufacturing capacity to 5GWs by 2024. The Group will also deploy such net proceeds along with its existing cash balance to continue investment in organisational development as it scales towards global manufacturing.

·      ITM Power intends to raise approximately £250 million via a conditional Placing and Subscription by Linde for £20 million

·      Certain of the directors of the Company (the "Directors" or the "Board") intend to subscribe for, in aggregate, £0.6 million in the Capital Raise

·      National strategies worldwide have set out a total of 149GW of installed electrolyser capacity required by 2030, and a recent report by the International Energy Agency ("IEA") states that a global electrolyser capacity of 3,585GW is needed by 2050 to achieve net zero. As of September 2020, there was only 0.2GW of installed hydrogen electrolyser capacity globally

·      The Group intends to use the net proceeds from the Capital Raise and existing cash balances to significantly scale up and expand its operations and for continued technological and corporate development to take advantage of the forecast exponential demand growth in the global green hydrogen electrolyser market

·      £170 million of capex and £40 million of working capital to support the semi-automation of Bessemer Park, the development and a full automation of a second manufacturing facility in the UK ("UK Gigafactory 2.0") and a new international factory. In aggregate, these facilities are expected to give the Company 5GW of annual manufacturing capacity by 2024

·      £50 million to fund technology initiatives, which are expected to achieve a 50 per cent. reduction to electrolyser manufacturing costs within five years, as manufacturing processes are transitioned to full-scale automation, a process which will be driven by its in-house scientists, engineers and ongoing partnership with Linde

·      £45 million will be applied towards continued organisation and corporate development to further enhance its management infrastructure and the expansion of after-sales support and training capability

The Capital Raise is subject to shareholder approval. The Group expects to publish a circular in connection with the Capital Raise tomorrow.

Graham Cooley, Chief Executive Officer of ITM Power plc, said:

"ITM Power intends to maintain its market leading position in the global electrolysis equipment market. The money raised will fund a second UK factory with even more automation and our first international manufacturing facility, as well as providing the capital necessary to continue to make our products even better.  In the face of the rapidly accelerating worldwide demand for electrolysis, the time to invest is now. Our strategy will create jobs for the UK and a national champion in the vital green hydrogen sector."

For further information, please visit www.itm-power.com or contact:

This announcement contains inside information and for the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time), the person responsible for arranging for the release of this Announcement on behalf of the Company is James Collins, Head of Investor Relations.

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

Overview of ITM Power

The Group is a globally-recognised expert in the design, development and manufacture of hydrogen generation equipment based on PEM electrolyser technology. The Group's PEM electrolyser technology uses renewable electricity and water to generate hydrogen gas and has a product offering that is scalable above 100MW in size.

The Group operates with the overarching principle of taking renewable energy from the power network or other directly coupled sources, converting it into green, zero-carbon-footprint hydrogen and using it in one of three broad target product markets - Power-to-Gas, Clean Fuel and Industrial Hydrogen. Within each of these target product markets, there are multiple application areas, all of which are growing rapidly and require systems of ever larger capacities. The increasing demand for the Group's products is led by the drive to decarbonise and improve air quality worldwide, with a number of countries setting down net-zero greenhouse gas emission targets into law, the growth of renewable power generators in the energy industry and a moral, statutory and increasingly economic need to decarbonise industrial processes.

In order to grow its customer base while growing its business with existing customers, the Group focusses on its ability to provide, either individually or as part of a larger solution in partnership with Linde, a fully integrated system with a rapid system response to varying power profiles, and its ability to generate hydrogen at a pressure, flow rate and purity appropriate to all target product market applications. Due to the relatively small physical product footprint and the possibility of containerised solutions, the Group's electrolysers can easily be transported to a wide range of customers and can feature a "plug-and-play" installation process at the customers' sites. Furthermore, the Group's modular technology provides customers with a high degree of demand flexibility, as capacity can be expanded by incrementally increasing the number of units.

The Group operates multiple installations in the United Kingdom, Europe and Australia and is focussed on scaling its operations to accommodate growth in line with growing demand for green hydrogen. The Group is committed to building relationships globally by expanding its network of electrolyser plants outside of the United Kingdom to support critical capacity. This scaling of operations is supported by the strength of the Group's partners, including its recent strategic joint venture with Linde to form ITM Linde, which has been successful in securing a contract for the world's second largest PEM electrolyser plant to be located in Germany. The Group also benefits from a commercial partnership with Snam to act as its preferred supplier for 100MW PEM electrolyser orders to be delivered before 2024. The Group has further been selected as a provider or participant in several projects involving well-reputed industry participants, such as the Department for BEIS, Ørsted and Phillips 66 Limited, and has a strong pipeline with increasing magnitude of variety and scale.

In January 2021, the Group commenced manufacturing operations at its Bessemer Park manufacturing facility, currently the world's largest PEM electrolyser factory. The opening of Bessemer Park has facilitated increased synergies across the Group's technology and production teams, who benefit from a collaborative space where key development activities can be accelerated. The Group believes its scalable product offering, strong operational capabilities and strategically aligned partnerships with global companies leave it well-positioned to capitalise on what the Group expects to be continued high demand in the fast-growing markets for green hydrogen.

As of 9 September 2021, the Group had a record backlog of 309.8MW (of which 43MW is contracted, 168.8MW is in negotiation and 98MW is through the Group's preferred supplier relationship with Snam). The Group also benefits from a record tender pipeline of 1011MW and significant capacity for growth, with the backlog pipeline representing 31 per cent. of the Group's current production capacity. Projects included in the tender pipeline are those that are financed, have been quoted in the last twelve months and expect to be contracted in the next three years.

Background to and reasons for the Capital Raise and use of proceeds

Rationale for the Capital Raise

The requirement for green hydrogen is accelerating worldwide, and major policy announcements as to its necessity in achieving net zero carbon emissions ("net zero") goals have been made across multiple governments globally - most notably, in the EU, the United States, the United Kingdom and China. Currently, national strategies worldwide have set out a total of 149GW of installed electrolyser capacity required by 2030, and a recent report by the International Energy Agency ("IEA") states that a global electrolyser capacity of 3,585GW is needed by 2050 to achieve net zero

As of September 2020, there was only 0.2GW of installed hydrogen electrolyser capacity globally, which indicates a need for the market to grow by approximately 750 times, or a compounded annual growth rate of approximately 94 per cent., over the next decade to meet government targets. This challenge is exacerbated by current global manufacturing capacity being limited to an estimated 6.3GW as of June 2021. Furthermore, the Group has already seen the average capacity requested per contract increase from 6.5MW to 16MW over the last 12 months, and it is expected that this trend will continue to grow. As a result, multi-hundred MW and even GW contracts are expected to become increasingly frequent, particularly as governments work to deliver national hydrogen strategies.

The Group now has the opportunity to reinforce its position in the market by significantly scaling up and expanding its operations to take advantage of the forecast exponential demand growth in the global electrolyser market as described above.

The Group has a leading position in the global electrolyser market, due to its turn-key systems that aim to provide the lowest hydrogen production costs, coupled with the lowest full-system price to its customers. To maintain this market leadership, the Group plans to invest in further technological innovation, which is expected to achieve a 50 per cent. reduction in its target electrolyser manufacturing costs within five years as manufacturing processes are transitioned to full-scale automation, a process which will be driven by its in-house scientists and engineers, and which also benefits from the ongoing partnership with Linde.

The Group is currently a market leader, able to deliver up to 1GW of capacity annually, following the construction and enhancement of the existing Bessemer Park site. However, even at full utilisation of current capacity, the Group is projected to only meet a fraction of projected global demand. The existence of increased manufacturing capacity, will become an increasingly important competitive advantage, as some future customers may be willing to wait for capacity to free up, but may be unlikely to commit to contracts in advance in case of capacity requiring construction.

The Group believes it has gained valuable recent experience from the development of its Bessemer Park site, that can be applied to the development of new facilities, including a proposed international facility. A key future differentiator of the Group as it seeks to grow its market share, particularly as a partner to governments delivering national hydrogen strategies, will be its ability to offer cost-effective hydrogen solutions, at scale, and having the manufacturing capacity to do so, close to the point of end-use. 

Use of proceeds

In order to execute its strategic growth plan, the Group intends to use the net proceeds from the Capital Raise and existing cash balances for technology, capital expenditure, working capital and company development. The Group plans to apply £50 million towards technology initiatives, £170 million towards capital expenditure projects to increase capacity, £40 million will be used as working capital and £45 million will be applied to continued Company development including expansion of the after-sales support and training capability.

Manufacturing Growth

The Group's strategy builds upon the expansion work already underway with respect to the expansion of the current manufacturing capacity of Bessemer Park. In addition, the Group plans to develop a second manufacturing facility in the UK, that will be highly-automated by 2024 ("UK Gigafactory 2.0"). UK Gigafactory 2.0 will benefit from significantly increased scale as compared to Bessemer Park, with nearly double the current floorspace of Bessemer Park and significant manufacturing flexibility. The development of UK Gigafactory 2.0 will not only accelerate and increase the Group's ability to meet its customers' needs today, but enhance its overall product offering by facilitating the development of larger capacity products. In addition, it will enable the Group to position itself as a market leader in large-scale installations, at a time when the market is experiencing a meaningful acceleration in the scale and number of contracts. Most significantly, UK Gigafactory 2.0 will serve as proof of concept for a highly automated factory, which can be replicated in any regional market and can serve as the foundation for a proposed overseas manufacturing facility in furtherance of the Group's overall growth strategy.

It is essential that ITM Power not only grows its total manufacturing capacity, but does so in a strategic way. Creating an international facility positioned to service key end-markets will provide the Group with a significant advantage over its peers, allowing it to build on its strong relationships with governments and multi-national companies looking for an electrolyser partner that can support their expanded operations, as well as engage at a local level with regional hydrogen champions where the international facility will be located.

Capex and Working Capital

The proceeds from the Capital Raise, along with cash on the Group's balance sheet, will be used to support the semi-automation of Bessemer Park, as well as the development and high automation of UK Gigafactory 2.0 as well as a new highly-automated international factory.  In aggregate, these facilities are expected to give the Company 5GW of annual manufacturing capacity by 2024.

The Group's initial scoping work for UK Gigafactory 2.0 is well-progressed, with further work focused on the development of the Group's first international factory, the final location of which will be based around a combination of factors, including: (i) announced national hydrogen strategies and support for significant electrolyser capacity; (ii) clear visibility on GW demand; (iii) a favourable and stable legal and regulatory environment, with well-established commercial rules and ways of conducting business in-line with international norms; (iv) a location where commercial deals can be developed in collaboration with Linde; (v) location of low-cost renewable power, access to skilled labour; (vi) overall factory space and (vii) access to wider utility and transport infrastructure.

Technological Innovation

Technological innovation has been central to ITM Power's success to date, offering customers high quality, differentiated products, which aim to provide the highest performance and lowest whole-life operating cost in the market. In a growing and increasingly competitive marketplace, it is essential that the Group continues to significantly invest in its technology to maintain its advantage over its competitors. Simultaneously, the Group dedicates a significant proportion of its R&D spend to reducing manufacturing costs and improving factory efficiency.

As set out in the table above, the Group intends to allocate £50 million from the Capital Raise to fund technology initiatives, which include:

·        Technology Development - accelerate technology development at scale

·        Headcount - invest in team development & growth

·        Product Development - accelerate product improvement & development

·        Product Test - reduce the time for product testing & more robust product validation

·        Performance Improvement - product operating cost reduction

·        Ultra-Low PGM - product cost reduction, supply chain optimisation & resilience

·        Cost Reductions - product cost reduction & product simplification

·        Operations - reduce time for stack test & simplify in-field stack logistics

Organisation & Corporate Development

ITM Power has a stable and experienced Board and management team, that has worked together to develop and grow the business over the last 12 years. In the last two years, the Company has strengthened its Management Team through the development of its in-house staff, and the recruitment of experienced key personnel.

As ITM Power continues to grow its project scale, delivery and manufacturing capabilities and after sales support through the opening of its new factories, it will be necessary to further enhance its management infrastructure and capability. To facilitate this growth, the Group has appointed an Operations Director and plans to appoint a Commercial Director. Key focus will be on bringing in experience from operations within manufacturing, product and project delivery at scale and internationally.

The Group's growth strategy will support the recruitment, retention and training of ITM Power's technical and manufacturing staff. The expansion and further development of ITM's Hydrogen Academy will provide a world class facility for the training of all ITM Power staff, support partners and end user customers. Overall corporate development spend over the growth strategy is targeted at £45 million.

The Placing and the Bookbuild

Investec and BofA Securities are acting as Joint Global Co-ordinators and Joint Bookrunners in connection with the Placing. The Placing is subject to the terms and conditions set out in this Announcement. The Joint Bookrunners will commence the Bookbuild in respect of the Placing immediately following the release of the Announcement. The number of Placing Shares and the Placing Price will be determined at the close of the Bookbuild and will be announced as soon as practicable following the close of the Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Joint Bookrunners and the Company.

In accordance with the Placing Agreement, Investec and BofA Securities have each severally agreed to use reasonable endeavours to procure placees for the Placing Shares at the Placing Price.

Subject to completion of the Bookbuild and the signing of a pricing agreement, the Joint Bookrunners have agreed to underwrite the settlement of certain Placing Shares placed with Placees procured through the Bookbuild, on the terms and subject to the conditions in the Placing Agreement.

It is expected that the proceeds of the Capital Raise will be received by the Company by 4 November 2021.

Application for Admission

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 4 November 2021 (or such later time and/or date as may be agreed between the Company and the Banks, being no later than 8.00 a.m. on 18 November 2021). No temporary document of title will be issued.

The New Shares will, following Admission, rank pari passu in all respects with the Shares in issue at the date of this Announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Shares after Admission.

Directors' participation in the Placing

The following Directors have indicated that they wish to subscribe for New Shares for an aggregate amount of £0.6 million as set out below:

Irrevocable voting commitments from certain Directors

Certain Directors have irrevocably undertaken to vote (and where the relevant Shares are registered in the name of any other persons have irrevocably undertaken to use reasonable endeavours to procure that those persons will vote) in favour of the Resolutions at the General Meeting in respect of, in aggregate, 1,246,730 Shares, representing approximately 0.23 per cent. of the issued ordinary share capital.

Irrevocable voting commitments from Linde AG ("Linde")

Linde has irrevocably undertaken to vote ((and where the relevant Shares are registered in the name of any other persons have irrevocably undertaken to use reasonable endeavours to procure that those persons will vote) in favour of the Resolutions at the General Meeting in respect of, in aggregate, 95,000,000 Shares, representing approximately 17.25 per cent. of the issued ordinary share capital.

Important notice

Members of the public are not entitled to participate in the Placing.

No prospectus has been or will be submitted to be approved by the FCA (or any other authority) in relation to the Placing, Subscription or Admission and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

Circular and General Meeting

Completion of the Capital Raise is conditional upon, inter alia, the approval by Shareholders of certain resolutions to be proposed at a general meeting of the Group (the "General Meeting"). Notice of the General Meeting will be set out in the Circular. The General Meeting will be held at 10:00 a.m. on 3 November 2021.

The health of the Company's employees, Shareholders and stakeholders is of extreme importance to the Company. In view the COVID-19 pandemic and provisions of The Corporate Insolvency and Governance Act 2021 and associated legislation, which have permitted greater flexibility regarding the manner in which companies can hold general meetings, the General Meeting will not be held at a physical venue.

However, in order to ensure that Shareholders are able to follow the proceedings of the General Meeting, the Company will provide access to an online audio and presentation link, accessible via the online Investor Meet Company platform. Shareholders that wish to attend the General Meeting should register for the event in advance via the following link: https://www.investormeetcompany.com/itm-power-plc/register-investor. The online presentation link will be opened on or around the 14 October 2021. However, please note that Shareholders will not be able to vote at the General Meeting via the online presentation link.

Shareholders are therefore requested to submit their votes in respect of the business to be considered at the General Meeting via proxy as early as possible. Shareholders should appoint the Chair of the General Meeting as their proxy. Under the current meeting arrangements, if a Shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the Shareholder's vote. All resolutions at the General Meeting will be decided on a poll.

The Board will continue to monitor the COVID-19 situation as it evolves (including the UK Government's measures in response to it) and, if the situation or applicable restrictions change in advance of the General Meeting such that the Board determines that it is safe to make alternative arrangements for the General Meeting, it will announce these via RNS and the Company's website: https://www.itm-power.com/investor-news.

IMPORTANT NOTICES

Neither this Announcement nor any copy of it, nor the information contained in it, is for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions), subject to certain limited exceptions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. The Placing Shares are being offered and sold only: (i) outside the United States in "offshore transactions" pursuant to Regulation S of the US Securities Act and (ii) inside the United States only to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the US Securities Act ("QIBs") or pursuant to another exemption from the registration requirements of the Securities Act and in compliance with any applicable United States securities laws. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) (the "Prospectus Regulation"). 

In connection with the Placing, a final offering document expected to be dated on or around 15 October 2021 prepared by, and relating to, the Company (the "Final Offering Document", which term shall include the documents incorporated by reference therein) will be published on the Company's website and made available to Placees. The Final Offering Document is not expected to be issued prior to Placees entering into a legally binding commitment in respect of the New Shares. Placees' commitments will therefore be made solely on the basis of the preliminary offering document to be issued by the Company today (the "Preliminary Offering Document", which term shall include the documents incorporated by reference therein and any amendment or supplement to the Preliminary Offering Document) and the information set out in the placing results announcement expected to be published by the Company on a Regulatory Information Service on 15 October 2021 confirming the results of the Placing following completion of the Bookbuild (the "Placing Results Announcement" and, together with the Preliminary Offering Document, the "Disclosure Package") and the terms and conditions set out in this Announcement. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and (unless otherwise agreed by the Joint Bookrunners) is directed only at: (a) persons in Member States of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in the United Kingdom Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, (c) persons that are residents of Canada or otherwise subject to the securities laws of Canada in the provinces of Alberta, British Columbia, Ontario or Québec that are ''permitted clients'' as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations and (d) persons to whom it may otherwise lawfully be 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, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and the Disclosure Package will be issued by, and each of them are the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by any of the Joint Bookrunners, or by any of their respective affiliates or by any of its or their respective partners, directors, officers, employees, advisers or consultants as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or to be contained in the Disclosure Package or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Investec Bank is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("the FCA") and the PRA. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA is regulated in Ireland by the Central Bank of Ireland. Investec is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

BofA Securities is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("the FCA") and the PRA. BofA Securities is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. BofA Securities is not responsible to anyone other than the Company for providing the protections afforded to clients of BofA Securities nor for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

None of the information in this Announcement and/or the Disclosure Package when issued has been or will be, as applicable, independently verified or approved by any of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by any of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants whatsoever for the contents of the information contained in this Announcement and/or the Disclosure Package (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants in connection with the Company, the New Shares or the Capital Raise or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement and/or the Disclosure Package or its contents or otherwise in connection with this Announcement and/or the Disclosure Package or from any acts or omissions of the Company in relation to the Capital Raise. Each of the Joint Bookrunners and their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers and consultants accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and/or the Disclosure Package and no representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants as to the accuracy, completeness or sufficiency of the information contained in this Announcement and/or the Disclosure Package. Investec's responsibilities as the Company's nominated adviser under 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 or to any other person.

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

This Announcement and the Disclosure Package, when issued, may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement and/or the Disclosure Package, when issued, by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and/or the Disclosure Package, as applicable, and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement, the Disclosure Package, when issued, and/or information incorporated by reference into this Announcement or the Disclosure Package. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements 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 statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares.

Recipients of this Announcement and/or the Disclosure Package, when issued, who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement and/or the Disclosure Package. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement and/or the Disclosure Package, when issued, are not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Investing in the Placing Shares involves a substantial degree of risk.

No statement in this Announcement or the Disclosure Package, when issued, is intended to be a profit forecast or estimate, and no statement in this Announcement or the Disclosure Package, when issued, 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.

References in this Announcement or in the Disclosure Package, when issued, to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest.  Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement and/or the Disclosure Package.

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

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING 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 JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS. 

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

UK Product Governance

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, 'distributors' (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.

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

TERMS AND CONDITIONS

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS REGULATION")  ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129, AS IT FORMS PART OF THE LAW OF THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE ALSO (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED ("RELEVANT PERSONS").

ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN A MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

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 UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM 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. THE PLACING IS BEING MADE (A) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS DEFINED IN AND IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") OR PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS. PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT THOSE OFFERING PLACING SHARES MAY BE RELYING UPON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED KINGDOM, THE UNITED STATES OR ELSEWHERE.

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or in any jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any jurisdiction in which such publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by either of the Banks or any of its or their respective affiliates or any of its or their respective agents, directors, officers, employees or any person acting on its or their behalf which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, any such restrictions.

The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Announcement or the Offering Document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Banks are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the Placing.

The Placing Shares to which this Announcement relates may not be offered or sold to any person in the Dubai International Financial Centre unless such offer is (a) an "Exempt Offer" in accordance with the Markets Rules (MKT) Module of the Dubai Financial Services Authority (the "DFSA") rulebook; and (b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business (COB) Module of the DFSA rulebook.

The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Law (Law No.25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

The offering of the Placing Shares in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") because the Placing Shares are offered to less than 500 investors and the Placing Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Announcement nor the Offering Document constitutes a prospectus or a similar document pursuant to FinSA, and no such prospectus has been or will be prepared for or in connection with the Placing of the Placing Shares.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any 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 unlawful.

The Banks are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company or the Banks or any of its or their respective affiliates or any of its or their respective agents, directors, officers,  employees or any person acting on its or their behalf makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section" 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

In connection with the Placing, the final offering document expected to be dated on or around 15 October 2021 prepared by, and relating to, the Company (the "Final Offering Document", which term shall include the documents incorporated by reference therein) will be published on the Company's website and made available to Placees. The Final Offering Document is not expected to be issued prior to Placees entering into a legally binding commitment in respect of the Placing Shares. Placees' commitments will therefore be made solely on the basis of the preliminary offering document issued by the Company today (the "Preliminary Offering Document", which term shall include the documents incorporated by reference therein and any amendment or supplement to the Preliminary Offering Document) and the information set out in the placing results announcement expected to be published by the Company on a Regulatory Information Service tomorrow confirming the results of the Placing following completion of the Bookbuild (the "Placing Results Announcement" and, together with the Preliminary Offering Document, the "Disclosure Package") and the terms and conditions set out in this Announcement.

For the avoidance of doubt, neither the Preliminary Offering Document nor the Final Offering Document will be submitted to be approved by the FCA or any other authority and none of such documents constitute an admission document drawn up in accordance with the AIM Rules.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, the Disclosure Package and the Final Offering Document is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any information, representation, warranty, or statement made by or on behalf of the Company, either of the Banks, any of their respective affiliates or any person acting on its or their behalf other than the Disclosure Package and the terms and conditions of this Announcement and no such person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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 the invitation to participate in the Placing.

No undertaking, representation, warranty or any other assurance, express or implied, is or will be made and no responsibility or liability will be accepted by any of the Banks or any of their respective affiliates or its or their respective directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this Announcement, the Disclosure Package or the Final Offering Document or for any other written or oral information made publicly available or available to any Placee or any person acting on a Placee's behalf and any liability therefore is expressly disclaimed. No such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, no liability whatsoever is accepted by any of the Banks, their affiliates or its or their respective directors, officers, employees, agents, advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of this Announcement or such information or opinions contained herein or otherwise arising in connection with the Disclosure Package or the Final Offering Document.

By participating in the Placing, Placees by whom or on whose behalf a commitment to subscribe for Placing Shares has been given will (i) be deemed to have read and understood this Announcements (including the terms and conditions herein)and the Disclosure Package in their entirety; and (ii) be making such offer on the basis of the information set out in the Disclosure Package and on the terms and conditions contained in this Announcement, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(a)           if it is in the United Kingdom it is a Relevant Person and if it is in a member state of the EEA it is a Qualified Investor and undertakes that it will subscribe for, hold, manage or dispose of any  Placing Shares that are allocated to it for the purposes of its business;

(b)           it is and, at the time the Placing Shares are subscribed for, will be, (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Rule 903 of Regulation S under the Securities Act; or (ii) a QIB acquiring the Placing Shares for its own account or for the account of another QIB in reliance on Rule 144A under the Securities Act or another exemption from the registration requirements under the Securities Act; acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States; if subscribing for the Placing Shares 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; and

(c)           if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Announcement and that any Placing Shares subscribed for  by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuild

Following this Announcement, the Banks will commence a bookbuilding process in respect of Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Details of the Placing Agreement and of the Placing Shares

BofA Securities is acting as joint global co-ordinator and joint bookrunner in connection with the Placing.  Investec is acting as joint global co-ordinator, joint bookrunner and nominated adviser in connection with the Placing. The Banks have today entered an agreement with the Company (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, each of the Banks, each as agent for and on behalf of the Company, has agreed to use its respective reasonable endeavours to procure Placees for the Placing Shares.

Subject to, amongst other conditions contained in the Placing Agreement, including the Banks and the Company executing a pricing agreement (the "Pricing Agreement") which forms a schedule to the Placing Agreement) following the Bookbuild in connection with the Placing, each of the Banks will severally (and not jointly or jointly and severally) agree with the Company to subscribe for the Placing Shares at the placing price per New Share to be determined in the bookbuild (the "Placing Price") in the event of any default by any Placee in paying the Placing Price in respect of any Placing Shares allotted to it in the agreed proportions as set out in the Placing Agreement.

The timing of the closing of the book, the Placing Price and allocations are at the discretion of the Company and the Banks.  Details of the Placing Price and the number of Placing Shares to be issued pursuant to the Placing will be announced by the Company pursuant to the Placing Results Announcement as soon as practicable after the close of the Bookbuild.

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

The Placing, including the issue and allotment of the Placing Shares by the Company to Placees, requires the approval by Shareholders of the Company at a General Meeting convened for 3 November 2021.  A circular containing, among other things, a notice convening the General Meeting and details of the Resolutions is intended to be published by the Company following completion of the Bookbuild. 

Application for admission to trading

The Company will apply to the London Stock Exchange for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 4 November 2021 (or such later date as may be agreed between the Company and the Banks) and dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.            The Banks are acting as joint global co-ordinators and joint bookrunners on the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Banks. Each of the Banks and their respective affiliates, or any person acting on their behalf, are entitled to enter bids as principal in the Bookbuild.

2.            The Bookbuild, if successful, will establish the Placing Price payable to the Banks by Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be jointly agreed between the Banks and the Company following completion of the Bookbuild and will be payable to the Banks by the Placees in respect of the Placing Shares allocated to them.  The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

3.            To participate in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for, or the total monetary amount which it is offering to acquire Placing Shares, in each case at the Placing Price which is ultimately established by the Company and the Banks, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 6 below. Each of the Banks reserves the right not to accept bids or to accept bids in part rather than in whole.

4.            The Bookbuild is expected to close no later than 19.00 (London time) today but may be closed earlier or later, at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.            Each prospective Placee's allocation will be agreed between the Banks and the Company and will be confirmed to prospective Placees orally or in writing by the relevant Bank, acting as agent of the Company, following the close of the Bookbuild. Subject to paragraph 8 below, the relevant Bank's oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the Placing Price for each such Placing Share on the terms and conditions set out in this Announcement and in accordance with the Company's corporate documents.

6.            The Banks will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 3 and 4 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Banks, subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Banks have not received such satisfactory evidence, the Banks may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Banks will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited.

7.            The Placing Shares are being offered and sold by the Company (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act; and (b) in the United States only to persons reasonably believed to be QIBs as defined in and in reliance on Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S under the Securities Act; or (ii) (a) a QIB, and (b) subscribing for the Placing Shares pursuant to Rule 144A under the Securities Act or another exemption from the registration requirements under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States. With respect to (ii) above, it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States, and it has full power to make the representations, warranties, indemnities, acknowledgements, agreements and undertakings in this Announcement on behalf of each such account.

8.            A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank, to pay it (or as it may direct) in cleared funds on the settlement date an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for. Each Placee's obligations will be owed to the relevant Bank.

9.            Except as required by law or regulation, no press release or other announcement will be made by either of the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10.          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 subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under the section entitled "Registration and Settlement".

11.          All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

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

13.          To the fullest extent permissible by law, neither of the Banks, nor any of their respective affiliates nor any of its or their respective directors, officers, employees nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing or the Placing Shares. In particular, neither of the Banks, nor any of their respective affiliates, nor any person acting on their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under the paragraph "Conditions of the Placing" and "Termination of the Placing Agreement".

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 Banks' obligations under the Placing Agreement are conditional on certain conditions, including (but not limited to):

1.            the release by the Company of the Placing Results Announcement;

2.            the Pricing Agreement having been duly executed and delivered by the parties thereto in their respective absolute discretions by no later than 8:00 a.m. on the Business Day after the date of this Agreement (or such later time and/or date as may be agreed in writing between the Company and the Banks);

3.            the Company having complied with all of its obligations under the Placing Agreement or under the terms and conditions of the Placing which fall to be performed on or prior to Admission, save for any non-compliance which the Banks consider in their absolute discretion (acting in good faith), not to be (singly or in aggregate) material;

4.            the representations, warranties, undertakings and covenants on the part of the Company in the Placing Agreement being true, accurate and not misleading at certain milestones in the Placing, in each case by reference to the facts and circumstances then subsisting;

5.            the Resolutions having been passed without amendment (or with such amendments as the Banks may agree, acting in good faith) by the Shareholders of the Company at the General Meeting and such Resolutions remaining in force;

6.            in the good faith opinion of the Banks, since the date of the Placing Agreement, there not having occurred a material adverse change in relation to the Company or the Group at any time prior to Admission;

7.            Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 4 November 2021, or such later time and/or date (being not later than 18 November 2021) as the Company and the Banks may agree in writing; and

8.            the delivery to the Banks of customary documentation in connection with the Placing.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Banks by the relevant time or date specified (or such later time or date as the Company and the Banks may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Banks may, at their discretion and upon such terms as they think fit, extend the time for the satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (other than certain specified conditions, which may not be waived). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

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

Termination of the Placing Agreement

Each Bank is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia: (i) if there has been a breach by the Company of any of the representations or warranties; (ii) if the application for Admission is refused by the London Stock Exchange; or (iii) upon the occurrence of certain material adverse change or force majeure events.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral or written confirmation by the Banks following the close of the Bookbuild.

By participating in the Placing, Placees agree that the exercise or non-exercise by each Bank of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Bank or for agreement between the Company and the Banks (as the case may be) and that neither the Company nor the Banks need make any reference to, or consultation with, Placees and that neither they nor any of their respective affiliates nor any person acting on its or their behalf shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise.

No prospectus

No offering document, prospectus, offering memorandum or admission document has been or will be submitted to be approved by the FCA (or any other authority) in relation to the Placing.

In connection with the Placing, the Final Offering Document will be published on the Company's website and made available to you. The Final Offering Document is not expected to be issued prior to Placees entering into a legally binding commitment in respect of the Placing Shares. Placees' commitments will therefore be made solely on the basis of the Disclosure Package and the terms and conditions contained in this Announcement. For the avoidance of doubt, neither the Preliminary Offering Document nor the Final Offering Document will be submitted to be approved by the FCA or any other authority and none of such documents constitute an admission document drawn up in accordance with the AIM Rules. 

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, the Disclosure Package and the Final Offering Document is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any information, representation, warranty, or statement made by or on behalf of the Company, either of the Banks, any of their respective affiliates or any person acting on its or their behalf other than the Disclosure Package and the terms and conditions set out in this Announcement and no such person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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 the invitation to participate in the Placing.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 180 calendar days after (but including) the date of Admission, it will not, without the prior written consent of the Banks, directly or indirectly issue or allot Ordinary Shares, subject to customary exceptions and waiver by the Banks.

By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Banks and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B0130H42) following Admission will take place within the relevant system administered by Euroclear UK & Ireland Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be notified of the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. Placees should settle against CREST ID: 686 for BofA Securities and CREST ID: 331 for Investec.

Placees should note the longer than usual settlement period for a placing and be aware of the extended timetable as set out in this Announcement and the Offering Document.  It is expected that settlement for the Placing will be on 4 November 2021 and delivery versus payment basis in accordance with the instructions given to the Banks.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.

The Company will deliver the Placing Shares to the CREST accounts operated by BofA Securities and Investec, each as agents for the Company and BofA Securities and Investec will, as applicable enter its delivery (DEL) instruction into the CREST system. Each of BofA Securities and Investec will hold any Placing Shares delivered to their respective accounts as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Banks.

Each Placee agrees that, if it does not comply with these obligations, the Banks 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 shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.  By communicating a bid for Placing Shares, each Placee confers on each Bank all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either Bank lawfully takes in pursuance of such sale.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Banks nor the Company shall be responsible for the payment of such amounts.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Placee) with the Banks (in their capacity as joint global co-ordinators, joint bookrunners and as placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

1.            it has read and understood the Disclosure Package and the terms and conditions set out in this Announcement in their entirety and that its participation in the Bookbuild and the Placing and its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and in the Disclosure Package and undertakes not to redistribute or duplicate such documents 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 Bookbuild, the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Disclosure Package and the terms and conditions set out in this Announcement;

2.            that no prospectus or admission document has been or will be submitted to be approved by the FCA (or any other authority) in connection with the Placing or is required under the EU Prospectus Regulation or UK Prospectus Regulation and it has not received and will not receive, other than the Disclosure Package and the Final Offering Document, a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing, the Company, Admission or the Placing Shares;

3.            that neither of the Banks, nor the Company nor any of their respective affiliates nor any person acting on their behalf has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, the Preliminary Offering Document, the Placing Results Announcement and the Final Offering Document in each case provided by the Company, nor has it requested either of the Banks, the Company, or any of their respective affiliates nor any person acting on behalf of any of them to provide it with any such material or information;

4.            unless otherwise specifically agreed with the Banks, that they are not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident any jurisdiction in which it would be unlawful to make or accept an offer to subscribe for the Placing Shares, subject to certain restrictions; and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any country or jurisdiction where any such action for that purpose is required;

5.            that the content of this Announcement, the Disclosure Package and the Final Offering Memorandum are exclusively the responsibility of the Company and that neither of the Banks or any of their respective affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained therein, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, the Disclosure Package and the Final Offering Memorandum;

6.            that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in the Disclosure Package and the terms and conditions set out in this Announcement, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Banks or the Company and neither of the Banks, the Company nor any of their respective affiliates nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that neither of the Banks nor any of their affiliates nor any person acting on their behalf, have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of this Announcement, the Disclosure Package or the Final Offering Document, and each of them expressly disclaims any liability in respect thereof;

7.            that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Banks, any of  their respective affiliates or any person acting on their behalf and understands that (i) neither of the Banks nor any of their respective affiliates nor any person acting on their behalf has or shall have any liability for public information relating to the Company; (ii) neither of the Banks nor any of their respective affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither of the Banks nor any of their respective affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information referred to in (i) to (iii) above, whether at the date of publication, the date of this Announcement or otherwise;

8.            that 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 liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

9.            it acknowledges that no action has been or will be taken by the Company, the Banks, their respective affiliates or any person acting on its or 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;

10.          that it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Company, the Banks, or any of their respective affiliates or any of its or their respective agents, directors, officers, employees or any person acting on its or their behalf acting in breach of the legal and/or regulatory requirements of any jurisdiction in connection with the Placing;

11.          that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

12.          that it has complied with its obligations under the Criminal Justice Act 1993, EU MAR, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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;

13.          that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Banks and the Company 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);

14.          it agrees to provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;

15.          it represents and warrants that it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;
 

16.          if it is in the United Kingdom it is a Relevant Person and if it is in a member state of the EEA it is a Qualified Investor and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

17.          it understands that any investment or investment activity to which this Announcement relates to is available only to, in the United Kingdom, Relevant Persons and, in any member state of the EEA, Qualified Investors, and will only be engaged in only with such persons, and further understands that this Announcement must not be acted on or relied on by persons who are not, in the United Kingdom, Relevant Persons and, in any member state of the EEA, Qualified Investors;

18.          that 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 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;

19.          where it is subscribing for the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

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

21.          if it is acting as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation, that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;

22.          that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons 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;

23.          that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

24.          that any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation and that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by either of the Banks in their respective capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

25.          that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA in the UK) with respect to anything done by it in relation to the Placing Shares;

26.          if it has received any inside information (as defined under UK MAR and EU MAR) about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR and EU MAR, prior to the information being made publicly available;

27.          that (i) it (and any person acting on its behalf) has the funds available to pay for, and has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Banks, any of their respective affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

28.          that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Banks may in their absolute discretion determine and without liability to such Placee. Such Placee will, however, 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 or other similar taxes (together with any interest, fines 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;

29.          that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Banks or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

30.          that neither of the Banks nor any of their respective affiliates nor any person acting on their behalf, is making any recommendations to it, or advising it regarding the suitability or merits 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 the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of either of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31.          that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company nor any of their respective affiliates nor any person acting on its or their behalf will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Banks, the Company, any of their respective affiliates and any person acting on its or their behalf in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of BofA Securities or Investec (as applicable) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

32.          that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it subjects (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Banks or the Company 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 or in any other court of competent jurisdiction;

33.          that the Company, each of the Banks, their respective affiliates and any person acting on its or their behalf will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Banks and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters contained in this Announcement;

34.          that it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective affiliates and in each case their respective directors, employees, officers and agents and any person acting on their respective behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) (i) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and (ii) as incurred by the Banks and/or the Company arising from the performance of the Placee's obligations as set out in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

35.          it acknowledges that it irrevocably appoints any director or authorised signatories of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

36.          that it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks conduct of the Placing;

37.          that in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and (vi) it will not look to the Banks, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

38.          it acknowledges and agrees that neither of the Banks nor the Company, their respective affiliates nor any person acting on their behalf, owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

39.          it understands and agrees that it may not rely on any investigation that either of the Banks, its affiliates or any person acting on their behalf may or may not have conducted with respect to the Company and its affiliates or the Placing and each of the Banks has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, either of the Banks, its affiliates or any person acting on their behalf for the purposes of this Placing;

40.          it acknowledges and agrees that it will not hold either of the Banks or any of their respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from the Offering Document or any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group and that no such person makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information;

41.          that in connection with the Placing, each of the Banks, any of their respective affiliates and any person acting on its or their behalf may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for its own account such shares in the Company and any other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks, any of their respective affiliates or any person acting on its or their behalf, in each case, acting in such capacity. In addition either of the Banks, any of their respective affiliates and any person acting on their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such person(s) may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Banks, nor any of their respective affiliates nor any person acting on their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

42.          that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Banks. The Banks reserve the right to take up a portion of the securities in the Placing as a principal position at any stage at their sole discretion, inter alia, to take account of the Company's objectives, UK MiFIR and MiFID II requirements, and/or their allocation policies;

43.          it acknowledges that 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 prepared 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, nor 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. It acknowledges that the Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of Australia, Canada, South Africa or Japan 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, South Africa or Japan or in any country or jurisdiction where any action for that purpose is required;

44.          that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit such shares in any unrestricted depositary facility established or maintained by any depositary bank and it agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer; and

45.          it agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except: (i) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) to another QIB in compliance with Rule 144A; or (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 or any other exemption from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States. It understands that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor either of the Banks, nor any of their respective affiliates or any person acting on their behalf, owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. None of the Company, the Banks, their respective affiliates nor any person acting on its or their behalf will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Banks, the Company, their respective affiliates nor any person acting on its or their behalf will be liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes  (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes or any interest) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each 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 transfer taxes undertakes to pay such transfer taxes (including any interest, fines and penalties relating thereto) forthwith, and agrees to indemnify on an after-tax basis and hold the Banks and/or the Company (as the case may be), their respective affiliates and any person acting on its or their behalf harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes.  Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Miscellaneous

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that either of the Banks or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Banks are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with either of the Banks, any money held in an account with either of the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bank's money in accordance with the client money rules and will be used by each of the Banks in the course of its own business; and the Placee will rank only as a general creditor of the relevant Bank.

All times and dates in this Announcement may be subject to amendment by the Banks and the Company (in their absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

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

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

Time is of the essence as regards each Placee's obligations under the terms and conditions set out in this Announcement.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Banks.

This Announcement and all documents into which this Announcement is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to subscribe for shares pursuant to the Bookbuild and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or either of the Banks 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 or in any other court of competent jurisdiction.

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

Definitions:

"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK. 

"Announcement" means this announcement, including the terms and conditions set out herein;

"AIM Rules" means the AIM Rules for Companies as issued by the London Stock Exchange, from time to time;

"BofA Securities" means Merrill Lynch International;

"Bookbuild" means the bookbuilding process to be commenced by the Banks to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;

"Capital Raise" means the Placing and Subscription;

"EU Prospectus Regulation" means Prospectus Regulation (EU) 2017/1129;

"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;

 "EU MAR" means the Market Abuse Regulation (EU) No.596/2014;

"Investec" means Investec Bank plc;

"ITM Power" or the "Group" or the "Company" means ITM Power PLC;

"Joint Global Co-ordinators", the "Joint Bookrunners" or the "Banks" means Investec and BofA Securities;

"Listing Rules" means the rules and regulations made by the FCA under FSMA;

"New Shares" means the Placing Shares and the Subscription Shares;

"Placing Shares" means the new shares to be issued by the Company pursuant to the Placing;

"Placee" means a person procured by a Bank to subscribe for Placing Shares;

"Placing" means the placing, to be conducted by means of an accelerated bookbuilding process with institutional investors, of the Placing Shares pursuant to the terms and conditions of this Announcement, the Preliminary Offering Memorandum and the Placing Agreement;

"Placing Price" means the price at which the Placing Shares are to be placed;

"PRA" or "Prudential Regulation Authority" means the UK Prudential Regulation Authority;

"Regulatory Information Service" means any of the services set out in Appendix 3 of the Listing Rules;

"Subscription" means the subscription of Shares by certain investors and directors;

"Subscription Shares" means the new shares to be issued by the Company pursuant to the Placing;

"UK MAR" means Market Abuse Regulation (EU) No.596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;

"UK Prospectus Regulation" means the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;