Landsec Proposed Equity Issue

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 213800V8IAVKS37D6B88

For immediate release

1 October 2026

Land Securities Group PLC ("Landsec", the "Company", the "Group")

Proposed Equity Issue to Fund the Acquisition of Metrocentre and the Further Consolidation of Landsec's Existing Retail Portfolio

Landsec today announces its intention to conduct an equity issue to raise approximately £500 million of gross proceeds (the "Equity Issue"). The proceeds of the Equity Issue will be used to partially fund (i) the proposed acquisition of a 100% stake in Metrocentre, also announced today, (the "Metrocentre Acquisition") for a net cash consideration of £516 million; and (ii) the further consolidation of Landsec's interests in its existing retail portfolio for a net cash consideration of around £100 million (the "Additional Acquisition"), (together, the "Acquisitions"). The remaining consideration will be financed by existing debt facilities.

The Equity Issue will comprise the issue of new ordinary shares of 10 ⅔ pence each in the capital of the Company ("Ordinary Shares") through:

·      a non-pre-emptive placing of new Ordinary Shares (the "Placing Shares") to institutional investors at the Placing Price (as defined below) (the "Placing");

·      a retail offer via RetailBook to provide retail investors in the United Kingdom with an opportunity to acquire new Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"); and

·      a subscription for new Ordinary Shares by the Chief Executive Officer and Chief Financial Officer, pursuant to which they intend to subscribe for c. £70,000 in aggregate, in each case at the Placing Price (the "Subscription Shares") (the "Subscription").

The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement.  

A separate announcement will be made shortly regarding the Retail Offer and its associated terms.

Highlights

·      Equity Issue to raise approximately £500 million of gross proceeds. The proceeds of the equity issue will be used to partially fund (i) the Metrocentre Acquisition for a net cash consideration of £516 million; and (ii) the further consolidation of Landsec's interests in its existing retail portfolio for a net cash consideration of around £100 million, with the remaining consideration financed by existing debt facilities

·      Landsec has exchanged contracts to acquire Metrocentre, which is located circa two miles outside Newcastle city centre, from Tynehawk Holdings (Jersey) Limited for a net consideration of £516 million

o  Metrocentre is a high-quality, well-invested retail & leisure destination which generates annual footfall of over 16 million and retail sales of c. £650 million, making it a top-10 shopping centre in the UK by sales. This is reflected in a strong line-up of key international brands, including Apple, Sephora, Zara, M&S, Bershka, Stradivarius, Next, Lego, Primark, JD Sports and Lefties

o  The Metrocentre Acquisition is in-line with Landsec's strategy to invest a further £1bn in major retail assets and further expands Landsec's market-leading platform. Following completion of the Metrocentre Acquisition, Landsec will own 3 of the top 10 and 8 of the UK's top 30 shopping centres

o  Metrocentre offers an accretive in-place net rental income yield of 7.9%, with an acquisition price which equates to roughly half of replacement cost. There is c. 40bps near-term upside to the in-place yield as a result of near-term efficiencies from Landsec's platform. Identified asset management initiatives support CAGR in net rental income to FY30 in line with the 4.5-7% target for Landsec's wider retail portfolio

·      In addition, Landsec has agreed heads of terms to further consolidate its ownership interest in its existing best-in-class retail portfolio. The Additional Acquisition would represent an incremental acquisition consideration of around £100 million, with a net rental income yield in the mid 7% range. Following Completion of the Acquisitions, major retail destinations will make up c. 46% of the Company's annualised rental income

·      The Acquisitions and Equity Issue are expected to be accretive to EPRA EPS in the first full year of operation. They are expected to be neutral to EPS for the remainder of FY27 due to the integration and timing of completion of the Metrocentre Acquisition, with EPS accretion expected to come through from FY28

·      The Acquisitions and Equity Issue further improve visibility on Landsec's potential to grow EPRA EPS to c. 62 pence by FY30, the vast majority of which is driven by the Company's existing portfolio and platform

·      On a pro forma basis as at 31 March 2026, the Acquisitions and Equity Issue are expected to result in a 0.5x reduction in net debt / EBITDA to 7.9x and 1.0ppt reduction in LTV to 37.7%, further strengthening Landsec's strong capital base.

Mark Allan, Chief Executive Officer of Landsec, commented:

"Growing our investment in major retail destinations remains our highest conviction call, given the high income yields and attractive income growth on offer for the right assets. The Acquisitions represent an attractive opportunity for Landsec to further grow our leading position in major retail destinations.

Our acquisition of Metrocentre represents a rare opportunity to obtain 100% control of a top-10 UK shopping centre. Metrocentre offers the scale, relevance and quality of catchment where demand from brands is highest, as they focus on fewer, bigger, better stores in the strongest locations. This established trend remains clear, with retail sales across our existing major retail platform up 26% since March 2022 vs 1% for the average UK market, and footfall continuing to gain market share.

In this context, Metrocentre is exactly the type of destination where our market-leading platform can unlock further income and value growth. Our track-record in retail is proven, with occupancy across our existing major retail portfolio up to a two-decade high, rental uplifts on relettings and renewals having doubled to 15%, and like for like income growth of 5.5% over the full year to March 2026, which further underpins the attraction of increasing our ownership in this high-quality portfolio.

The Acquisitions and Equity Issue are accretive to EPS, which combined with the continued strong performance of our business, underpins an acceleration in EPS growth in the near and medium term."

Background to the Equity Issue

Over recent years, we have actively repositioned Landsec for a higher inflation and higher interest rate environment. Our best-in-class portfolio, market-leading operating platforms and strategic discipline means our performance remains strong, and the unique combination of these three factors means Landsec offers a lower risk profile and improved visibility over future income and EPS growth.

The high quality of Landsec's existing portfolio is reflected in our strong operational performance for the year to March 2026. Our EPRA occupancy increased to 98.0%, the highest level in two decades. Overall like-for-like net rental income continued to grow strongly, up 4.6%, and uplifts achieved on relettings / renewals almost doubled to 15%, demonstrating the growing reversionary and future income growth potential embedded within our portfolio.

This strong operational performance has continued into the current financial year, in line with our expectations set out in May. Since the start of the year, we have continued to see strong customer demand for our best-in-class assets. As a result, lettings over the five months to 31 August 2026 have been comfortably ahead of ERV, with relettings and renewals well ahead of previous passing rent. This continued positive momentum is translating into continued like for like income growth and we continue to expect c. 3-5% growth in like-for-like net rental income for the year ending 31 March 2027.

This strong occupational demand is driving continued growth in ERVs, in line with our expectation for the year. This continued growth in rents mitigates the impact of the rise in interest rates since the end of March, so our overall portfolio valuation is expected to be broadly stable over the first half of the year.

At the same time, Landsec's sustained strategic discipline means the business is well placed to perform strongly in a higher inflation and higher interest rate environment:

·      Our current London office development pipeline is nearing completion, so our development exposure is set to reduce to less than 2% of our portfolio, with no significant new commitments planned in the near term;

·      We have reduced overhead costs by 26% over the last three years to their lowest level in more than 20 years, ensuring income growth translates into EPS and dividends effectively;

·      At 8.6 years as at March 2026, our average debt maturity is approximately twice the sector average and 89% of our cost of debt was fixed or hedged for a similar duration, which protects our earnings from fluctuations in interest rates.

As we execute our strategy, we maintain our clear framework for capital allocation decisions. Our primary focus is on delivering sustainable income and EPS growth, both near term and for the longer term, so we judge investment opportunities available to us accordingly. In line with this, year to date we have sold or exchanged contracts to sell £290m of assets which produced no income or limited income growth, principally comprising a London office development site and an older London office block.  

Based on this framework, growing our investment in major retail destinations remains our highest conviction call, reflecting its high income yield and the attractive income growth for the right assets. Our track-record in this area is strong: we have delivered on average 14% net rental income growth and a 14% unlevered IRR on the £0.9bn of retail acquisitions we have made in recent years.

All of the above means Landsec is well placed to deliver an acceleration in EPS growth in both the near and medium term, with the potential to deliver approximately 5% compound annual growth in EPRA EPS through to FY30, the vast majority of which is derived from our existing portfolio and operating platform.

Use of Proceeds

It is against this backdrop that Landsec has exchanged contracts to acquire Metrocentre, which is located circa two miles outside Newcastle city centre, from Tynehawk Holdings (Jersey) Limited for a net consideration of £516 million, representing a headline price of £530 million before agreed price deductions.

Metrocentre is a top-10 shopping centre destination in the UK based on sales and attracts over 16 million visitors per annum. It is a high-quality, well-invested retail & leisure destination, with 282 stores across 1.86 million sq. ft. of lettable floorspace. The Metrocentre Acquisition includes an adjacent retail park, which covers 0.2 million sq. ft. of space across 15 units. Overall occupancy is 95%, with a 4.5-year average lease term and a very strong line-up of key international brands.

Based on in-place net rental income of £41 million, the overall Metrocentre Acquisition consideration of £516 million implies a net rental income yield of 7.9%. At this price, Metrocentre offers an attractive combination of a high day-one income return, strong future rental growth prospects and an expected low double-digit unlevered IRR.

In the short term, efficiency improvements driven by the Landsec platform are expected to improve the in-place yield by c. 40bps. Looking through to FY30, Landsec expects to deliver CAGR in net rental income in line with the 4.5-7% target for its existing major retail portfolio. This future growth is underpinned by Landsec's proven ability to enhance the asset's brand line-up and elevate the F&B and leisure offer to drive footfall and dwell time; grow occupancy, drive rental tension and capture growing reversion; and selective capex investments of c. £30 million over the next few years.

The Metrocentre Acquisition further expands Landsec's market-leading UK retail platform. With annual footfall of close to 190 million visitors and a consumer reach covering nearly one-third of the UK population, Landsec will now offer brands access to c. 25% more footfall and c. 15% more consumers than any other UK platform.  

Completion of the Metrocentre Acquisition is conditional upon the dissolution of a legacy entity from the Intu Properties group which is expected to occur on 9th October 2026, and bondholder consent to the restructuring of the outstanding bonds of Metrocentre Finance PLC and to the Metrocentre Acquisition, each of which requires support from 75% of the bondholders. Tynehawk Holdings (Jersey) Limited has received confirmations from bondholders representing more than 80% of the bonds that they intend to support this restructuring and the Metrocentre Acquisition in the required bondholder solicitation process. Following this process, completion of the acquisition is expected to take place by the end of October.

In addition, Landsec has agreed heads of terms to further consolidate its ownership interest in its best-in-class retail portfolio for net cash consideration of approximately £100 million. The Additional Acquisition is expected to generate a net rental income yield in the mid 7% range and improve operational flexibility and efficiency. Landsec expects to finalise the agreement of the Additional Acquisition and complete the transaction in the near future.

The net proceeds of the Equity Issue will be used to fund (i) the Metrocentre Acquisition consideration of £516 million; and (ii) the Additional Acquisition consideration of around £100 million; with the remaining consideration associated with the Acquisitions expected to be funded from existing debt facilities on Landsec's balance sheet.

Financial Impact of the combination of the Equity Issue and Acquisitions

Landsec's existing guidance is for EPRA EPS for FY27 to be stable vs. the 51.4 pence in FY26, as growth in underlying EPS is offset by the -4% impact of the full-year effect of last year's sale of the Queen Anne's Mansions finance lease, and for EPRA EPS in FY28 to see high single digit percentage growth from this level, driven by development leasing and like-for-like income growth.

The Acquisitions and Equity Issue are expected to be accretive to EPRA EPS in the first full year of operation. The transaction timing and integration of Metrocentre mean that the impact on EPRA EPS is expected to be neutral for the remainder of FY27, with EPRA EPS accretion taking effect from FY28.

Landsec previously set out the potential to deliver c. 5% compound annual growth in EPRA EPS to c. 62 pence by FY30. The Acquisitions and Equity Issue further improve visibility on this potential and bring forward some of this growth into FY28. Landsec indicated previously that its FY30 growth potential was c. 80% driven by its existing portfolio and platform, with a further c. 20% driven by future asset recycling, in particular £1bn investment in major retail destinations. The Acquisitions together represent over half of this target.

Upon Completion and on a pro forma basis as at 31 March 2026, the Acquisitions and Equity Issue are expected to reduce Landsec's last reported net debt / EBITDA of 8.4x and LTV of 38.7% to 7.9x and 37.7%, respectively.

Details of the Placing, Retail Offer and Subscription

The Placing is being conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following the release of this Announcement. UBS AG London Branch ("UBS"), Barclays Bank PLC ("Barclays") and Deutsche Bank AG, London Branch ("Deutsche Numis") are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Corporate Brokers in connection with the Placing (together, the "Banks"). The Bookbuild may close at any time after launch, at the discretion of the Banks and the Company.

The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuild by agreement between the Company and the Banks. The timing of the closing of the Bookbuild, the Placing Price and the number of Placing Shares to be placed will be agreed between the Banks and the Company following completion of the Bookbuild and will then be announced as soon as practicable on a Regulatory Information Service (the "Pricing Announcement").

Concurrently with the Placing, there will be a separate Retail Offer, to provide retail investors in the United Kingdom with an opportunity to participate in the Equity Issue alongside institutional investors. The Retail Offer is not made subject to the Terms and Conditions set out in Appendix 1 to this Announcement, and instead a separate announcement will be made shortly regarding the Retail Offer and its terms. Members of the public are not entitled to participate in the Placing. The Retail Offer is conditional on the Placing, but the Placing is not conditional on the Retail Offer.

In addition to the Placing and the Retail Offer, the Chief Executive Officer and Chief Financial Officer of the Company have agreed, conditional on the Placing, to subscribe for the Subscription Shares at the Placing Price representing c. £70,000 in aggregate. The Subscription Shares will be subscribed for pursuant to subscription letters entered into between the relevant directors and the Company, rather than pursuant to the Terms and Conditions of the Placing.

The Company will rely on the allotment authority and on the disapplication of pre-emption rights authorities, granted by shareholders of the Company at its annual general meeting held on 9 July 2026 (the "AGM"), for the Placing, the Retail Offer and the Subscription. The Placing will be made on a non-pre-emptive basis.

The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Banks as agents, for and on behalf of, the Company have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is subject to the Terms and Conditions set out in Appendix 1 to this Announcement. The Placing is not conditional upon the Retail Offer or the Subscription. For the avoidance of doubt, the Banks are playing no role in connection with the Retail Offer or the Subscription.

A description of certain relevant aspects of the Placing Agreement can be found in the Terms and Conditions contained in Appendix 1 to this Announcement under the headings "Details of the Placing Agreement and of the Placing Shares", "Conditions of the Placing", "Termination of the Placing Agreement" and "Restriction on further issue of securities".

Prior to launch of the Placing, the Company consulted with a number of its shareholders to gauge their feedback as to the terms of and potential participation in the Placing. The Board has concluded that the Placing is in the best interests of shareholders and wider stakeholders and will promote the long-term success of the Company and has chosen to proceed with the Placing. The Placing is being structured through the Bookbuild to minimise execution and market risk. The Board intends to apply the principles of pre-emption when allocating Placing Shares to those shareholders that participate in the Placing.

Applications will be made for the Placing Shares, the Retail Offer Shares and the Subscription Shares (together, the "New Ordinary Shares") to be admitted to trading on the main market for listed securities of the London Stock Exchange ("Admission"). It is expected that Admission will become effective, and settlement of subscriptions in respect of the New Ordinary Shares and trading in the new Ordinary Shares will commence, at 8.00 a.m. (London time) on 5 October 2026.

The Placing is conditional upon, inter alia, admission of the Placing Shares becoming effective not later than 8.00 a.m. (London time) on 5 October 2026 (or such later time and/or date) as the Banks may agree with the Company) and the Placing Agreement not being terminated in accordance with its terms before that time. Further details can be found in Appendix 1 to this Announcement.

The above proposed dates and times may be subject to change at the discretion of the Company and the Banks.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.

The Company has undertaken to the Banks that, between the date of this Announcement and 90 calendar days after the date of Admission, it will not, directly or indirectly, issue or allot Ordinary Shares, subject to customary exceptions or waiver by the Banks.

Appendix 1 to this Announcement (which forms part of the Announcement) sets out the Terms and Conditions of the Placing. Persons (including individuals, funds or otherwise) choosing to participate in the Placing and by making an oral or written offer to subscribe for Placing Shares ("Placees") will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making a legally binding offer subject to the terms and conditions in it, and to be providing the representations, warranties and acknowledgements contained in Appendix 1.

The person responsible for making this Announcement on behalf of the Company is Marina Thomas, Head of Governance & Company Secretary.

The date and time of this Announcement is the same as the date and time that it has been communicated to the media.

For further information please contact:

Landsec

Marina Thomas (Company Secretary)                                                     +44 (0) 20 7024 3868
Edward Thacker (Investor Relations)                                                       +44 (0) 20 7024 5185
Chris Hogwood (Corporate Affairs)                                                           +44 (0) 7869 140 323

UBS (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

Rahul Luthra                                                                                              +44 (0) 20 7567 8000
George Dracup
Alex Bloch
Florence Ho

Barclays (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

Bronson Albery                                                                                             +44 (0) 20 7623 2323
Nicola Tennent
Edouard Asselin
Chris Madderson

Deutsche Numis (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

Anthony Parsons                                                                                            +44 (0) 20 7545 8000
Sebastiaan van Loon
Jonathan Wilcox
Richard Thomas                                                                                               

Slaughter and May is acting as legal adviser to the Company in respect of the Equity Issue. Cravath, Swaine & Moore LLP is acting as US legal adviser to the Company in respect of the Equity Issue.

Freshfields LLP is acting as UK and US legal adviser to the Banks in respect of the Equity Issue.

About Landsec

We identify and shape places that create opportunity, enhance quality of life, and bring joy to the people connected to them.

This is how we have created the UK's leading portfolio of urban places and one of the largest real estate companies in Europe.

Our £10 billion portfolio is built around premium workplaces, the country's pre-eminent retail platform, and a residential pipeline that will redefine urban life.

We have honed this ability over 80 years. Spotting the opportunities, building the partnerships, and continually adapting to shape the places that meet the needs of a changing world.

Places where life happens. Where businesses grow. And where cities are defined.

Find out more at Landsec.com

IMPORTANT NOTICES

This Announcement and the information contained herein, is restricted and is not for publication, release, transmission, forwarding or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the "United States"), Australia, Canada, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful.

No action has been taken by the Company or the Banks, or any of their respective Affiliates, or any person acting on its or their behalf, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or result in the 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

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 (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") or the POATR and PRM (as applicable). Persons needing advice should consult an independent financial adviser.

This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite, buy, acquire, subscribe for, sell or issue, or the solicitation of an offer to buy, sell, acquire, dispose of or subscribe for the Placing Shares or any other security in the United States, Australia, Canada, Japan or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful or require registration.

The New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.

The Equity Issue has not, and will not be, approved, disapproved or recommended by the U.S. 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 Equity Issue or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The Placing Shares have not been, nor will they be, qualified for distribution to the public in Canada pursuant to a prospectus filed with the securities regulatory authority of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or to any investor located or resident in Canada.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) (the "Corporations Act") and will not be lodged with the Australian Securities and Investments Commission. Accordingly, this Announcement does not contain the information which would be contained in a prospectus prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider any investment opportunity.  No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

This Announcement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in section 4A of the SFA) pursuant to section 274 of the SFA or (ii) to an accredited investor (as defined in section 4A of the SFA) pursuant to and in accordance with the conditions specified in section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018. Any reference in this Announcement to the "SFA" is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

In Switzerland, this Announcement is directed only at persons who are purchasing, or are deemed to be purchasing, as principal and who are "professional clients" within the meaning of the Swiss Financial Services Act 2018, as amended (the "FinSA"). This Announcement does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the Placing Shares. The Placing Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This Announcement constitutes an "advertisement" within the meaning of Article 68 of the FinSA.

This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) persons in member states of the European Economic Area, who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation, or (b) persons in the United Kingdom who are UK Qualified Investors and who are (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order, or (c) in Australia, persons who are (i) either "sophisticated investors" within the meaning of section 708(8) of the Corporations Act or experienced investors meeting the criteria in section 708(10) of the Corporations Act or "professional investors" within the meaning of section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect, or (d) in Singapore, persons who are (i) "institutional investors" (as defined in section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) "accredited investors" (as defined in section 4A of the SFA pursuant to and accordance with the conditions specified in section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (e) in Switzerland persons that qualify as "professional clients" within the meaning of paragraph 3 of Article 4 of the FinSA, or (f) persons to whom it may otherwise be lawfully communicated (all such persons in (a) to (f) (inclusive) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland and authorised by the Prudential Regulation Authority ("PRA") and subject to regulation by the Financial Conduct Authority ("FCA") and limited regulation by the PRA in the United Kingdom. Barclays is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London, EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the PRA. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the PRA are available from Deutsche Bank AG on request.

Each of the Banks is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matter referred to in this Announcement. None of the Banks is acting for the Company with respect to the offer of the Retail Offer Shares.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks nor any of their respective Affiliates or agents (or any of their respective directors, officers, employees or advisers or any person acting on their behalf) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Bank or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility therefor is expressly disclaimed. The Banks and each of their respective Affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any Bank or any of their respective Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Banks. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

This Announcement may contain certain 'forward-looking statements' with respect to the Company's financial condition, results of its operations and business, and certain plans, strategies,  objectives, goals and expectations with respect to these items and the economies and markets in which the Company operates. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal' or 'estimates' or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are not guarantees of future performance. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. There are a number of such factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in the political conditions, economies and markets in which the Group operates; changes in the legal, regulatory and competition frameworks in which the Group operates; changes in the markets from which the Group raises finance; the impact of legal or other proceedings against or which affect the Group; changes in accounting practices and interpretation of accounting standards under IFRS, and changes in interest and exchange rates.

Any forward-looking statements made in this Announcement or on the Company's website, or made subsequently, which are attributable to the Company, or persons acting on their behalf, are expressly qualified in their entirety by the factors referred to above. Each forward-looking statement speaks only as of the date of this Announcement. Except as required by its legal or statutory obligations, none of the Company nor the Joint Bookrunners or their respective Affiliates intend to update any forward-looking statements.  

Nothing contained in this Announcement or on the Company's website should be construed as a profit forecast or an invitation to deal in the securities of the Company.

To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement. The information in this Announcement is subject to change without notice. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

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 action.

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

The most recent Annual Report of the Group (which includes a section entitled "Principal Risks and Uncertainties" that describes the risk factors that may affect the Group's business and financial performance) and other information about the Group are available on the Company website at https://www.landsec.com/en. Neither the contents of the Company website nor any website accessible by hyperlinks on the Company website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation to acquire any securities of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (i) (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (ii) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that 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 MiFID II or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the FCA Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

Appendix 1 - Terms and Conditions of the Placing for invited Placees only

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

NO PROSPECTUS, OFFERING MEMORANDUM, OFFERING DOCUMENT OR ADMISSION DOCUMENT HAS BEEN OR WILL BE MADE AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED IN ACCORDANCE WITH THE EU PROSPECTUS REGULATION OR THE POATR AND PRM.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS 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"), PERSONS WHO ARE "QUALIFIED INVESTORS" ("EU QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE UK QUALIFIED INVESTORS AND WHO ARE: (i) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (ii) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (C) IF IN AUSTRALIA, PERSONS WHO ARE (I) EITHER "SOPHISTICATED INVESTORS" WITHIN THE MEANING OF SECTION 708(8) OF THE CORPORATIONS ACT OR EXPERIENCED INVESTORS MEETING THE CRITERIA IN SECTION 708(10) OF THE CORPORATIONS ACT OR "PROFESSIONAL INVESTORS" WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT; AND IN EACH CASE (II) A "WHOLESALE CLIENT" FOR THE PURPOSES OF SECTION 761G(7) OF THE CORPORATIONS ACT (AND RELATED REGULATIONS) WHO HAS COMPLIED WITH ALL RELEVANT REQUIREMENTS IN THIS RESPECT;(D) IF IN SINGAPORE, PERSONS WHO ARE (I) "INSTITUTIONAL INVESTORS" (AS DEFINED IN SECTION 4A OF THE SFA) PURSUANT TO SECTION 274 OF THE SFA OR (II) "ACCREDITED INVESTORS" (AS DEFINED IN SECTION 4A OF THE SFA) PURSUANT TO AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA AND (WHERE APPLICABLE) REGULATION 3 OF THE SECURITIES AND FUTURES (CLASSES OF INVESTORS) REGULATIONS 2018; (E) IF IN SWITZERLAND, PERSONS THAT QUALIFY AS "PROFESSIONAL CLIENTS" WITHIN THE MEANING OF PARAGRAPH 3 OF ARTICLE 4 OF THE FINSA; OR (F) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) TO (F) (INCLUSIVE) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 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.

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 ANY PART OF 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, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER 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 OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. 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" PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY 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, acquire or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or any Restricted Territory or in any jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is restricted, and is not for release, publication, transmission, forwarding or distribution, directly or indirectly, in whole or in part to persons in any Restricted Territory. 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, the Banks nor any of its or their respective Affiliates nor 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. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the POATR and PRM (as applicable) 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 FSMA does not apply.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. Accordingly, this Announcement does not contain the information which would be contained in a prospectus prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider any investment opportunity. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

This Announcement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in section 4A of the SFA) pursuant to section 274 of the SFA or (ii) to an accredited investor (as defined in section 4A of the SFA) pursuant to and in accordance with the conditions specified in section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018.

In Switzerland, this Announcement is directed only at persons who are purchasing, or are deemed to be purchasing, as principal and who are "professional clients" within the meaning of the FinSA. This Announcement does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the Placing Shares. The Placing Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This Announcement constitutes an "advertisement" within the meaning of Article 68 of the FinSA.

Neither the Placing nor the Placing Shares have been approved and nor will they be approved, disapproved or recommended by the US 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.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Banks or any of their respective Affiliates or any person acting on their behalf as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

Each of the Banks is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. None of the Banks are acting for the Company with respect to the offer of the Retail Offer Shares or the Subscription Shares.

None of the Company, the Banks nor any of their respective Affiliates nor 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.

By participating in the Placing, Placees (including individuals, funds or otherwise) 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 Announcement, in its entirety; and (ii) be making such offer and subscribing for Placing Shares on the Terms and Conditions contained in this Appendix, 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, undertakes, agrees and acknowledges, without limitation, that:

a)   it is a Relevant Person (as defined above) 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 only;

b)   it is and, at the time the Placing Shares are subscribed for and such subscriptions are settled, will be, (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, a US Investor Letter, and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, 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;

c)   it is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions;

d)   if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the POATR (as applicable): (i) 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 any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to the offer or resale; or (ii) where Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the POATR (as applicable) as having been made to such persons;

e)   if it is in Australia, that it is: (i) a "sophisticated investor" (within the meaning of section 708(8) of the Corporations Act) or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a "professional investor" (within the meaning of section 708(11) of the Corporations Act); and in each case (ii) a "wholesale client" for the purposes of section 761G of the Corporations Act (and related regulations) who has complied with all relevant requirements in that respect;

f)    if it is in Singapore, it is: (i) an "institutional investor" (as defined in section 4A of the SFA); or (ii) an "accredited investor" (as defined in section 4A of the SFA);

g)   if it is in Switzerland, it is a "professional client" within the meaning of Article 4, paragraph 3 of the FinSA; and

h)   the Company and each of the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No representation is made by any of the Banks to any Placees regarding an investment in the Placing Shares.

Defined terms used in this Appendix 1 are set out in Appendix 2.

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

Bookbuild

Following this Announcement, the Banks will commence 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 Appendix 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

The Banks are acting as joint global co-ordinators and joint bookrunners in connection with the Placing.

The Company and the Banks have today entered into the Placing Agreement under which, subject to the terms and conditions set out therein, each of the Banks as agent for and on behalf of the Company, has agreed (severally and not jointly or jointly and severally) to use its respective reasonable endeavours to procure Placees for the Placing Shares in such number and at such price as determined following completion of the Bookbuild (the "Placing Price").

Subject to agreement with the Company as to the number of Placing Shares to be placed with the Placees and the Placing Price, to the extent that any such Placee fails to pay for any or all of the Placing Shares which have been allocated to it in the Placing at the Placing Price, each of the Banks (severally and not jointly or jointly and severally) shall, on the terms and subject to the conditions set out in the Placing Agreement, itself subscribe for its relevant proportions as agreed of such Placing Shares at the Placing Price.

The Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the Terms of Placing. The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Banks. The allocation of the Placing Shares shall be at the Company's discretion, having consulted with the Banks. Details of the Placing Price and the number of Placing Shares will be announced as soon as possible following the execution of the Terms of Placing.

The total number of shares to be issued pursuant to the Placing, the Retail Offer and the Subscription shall not exceed 20% of the Company's existing issued ordinary share capital.

The Placing Shares have been duly authorised and 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 such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

Application for Admission

The Placing Shares will be admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and an application will be made to the London Stock Exchange for admission of the Placing Shares to trading on its main market for listed securities. It is expected that Admission will become effective at 8.00 a.m. (London time) on 5 October 2026 (or such later time and/or date as may be agreed between the Company and the Banks).

Participation in, and principal terms of, the Placing

1.   Each of the Banks is acting in its respective capacity as joint global co-ordinator and/or joint bookrunner. The Banks are acting as agents of the Company, in each case severally, and not jointly nor jointly and severally.

2.   Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Banks.

3.   Each of the Banks and their respective Affiliates and any person acting on their behalf, are entitled to enter bids as principal in the Bookbuild.

4.   The Placing Shares, if issued, will be issued to Placees at the Placing Price and the Placing Price and the number of Placing Shares will be determined by the Company in consultation with the Banks following completion of the Bookbuild in accordance with the terms of the Placing. Any discount to the market price of the Ordinary Shares will be determined in accordance with the UK Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

5.   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 at the relevant 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 ‎8 below. Each of the Banks reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the relevant Bank's absolute discretion.

6.   The Bookbuild is expected to close no later than 4:30 p.m. (London time) on 1 October 2026 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.

7.   Each prospective placee's allocation in the Bookbuild will be determined by the Company in consultation with the Banks 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, and an electronic contract note/trade confirmation will be dispatched as soon as possible thereafter. Subject to paragraph ‎10 below, the relevant Bank's oral or written confirmation to such prospective 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 relevant Placing Price for each such Placing Share on the Terms and Conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including the appendices) in its entirety.

8.   Subject to paragraphs ‎5 and ‎6 above, 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 it may determine. The Banks may also, notwithstanding paragraphs ‎5 and ‎6 above (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 case 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.

9.   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; and (b) in the United States only to persons reasonably believed to be QIBs in transactions pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. A potential Placee 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; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, and agreed to be bound to the terms of, the US Investor Letter; and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, 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, each potential Placee is subscribing for 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 herein on behalf of each such account.

10.  A bid in the Bookbuild will be made on the Terms and Conditions 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, as agent for and on behalf of the Company, to pay (or as it may direct) in cleared funds immediately on the settlement date in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for.

11.  Except as required by law or regulation, no press release or other announcement will be made by any Bank 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.

12.  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 as Admission, on the basis explained below under "Registration and Settlement".

13.  All obligations under the Bookbuild and Placing will be subject to the 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".

14.  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.

15.  To the fullest extent permissible by law, none of the Banks nor any of their respective Affiliates 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, the Placing Shares, the Acquisition or otherwise. In particular, none 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 (including the Banks entering or not entering into the Terms of Placing) or of such alternative method of effecting the Placing as the Banks and the Company may agree.

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 execution of the Acquisition Agreement by the parties thereto and the Acquisition Agreement not having been terminated or rescinded, in each case prior to Admission;

2.   there having been no alteration, revision or amendment of any of the terms or conditions of the Acquisition Agreement (or any document entered into pursuant to or in connection with the Acquisition Agreement) or waiver, variation, compromise or release of any obligation under the Acquisition Agreement nor the grant of any time for performance or other indulgence to any party under the Acquisition Agreement, in each case prior to Admission and which in the opinion of the Banks (acting together and in good faith) is material in the context of the Placing or the underwriting of the Placing Shares, Admission or the Acquisition;

3.   in the opinion of the Banks (acting together and in good faith), there not having occurred any Material Adverse Effect, whether or not foreseeable at the date of the Placing Agreement;

4.   publication by the Company of this Announcement by no later than 8.00 a.m. on the date of the Placing Agreement (or such later time and date as the Company and the Banks may agree);

5.   the Terms of Placing having been executed and delivered by the Company and the Banks by no later than 6:00 p.m. on the date of the Placing Agreement (or such later time and date as the Company and the Banks may agree);

6.   publication by the Company of the Pricing Announcement as soon as possible following the execution of the Terms of Placing;

7.   none of the warranties in the Placing Agreement, when given, being untrue, inaccurate or misleading by reference to the facts and circumstances at such time subsisting;

8.   the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed prior to Admission, save in each case for any non-compliance which in the opinion of the Banks (acting together and in good faith) is not (singly or in aggregate) material in the context of the Placing or Admission;

9.   the Company allotting the Placing Shares to the relevant Placees or to the Banks prior to Admission, in accordance with the terms of the Placing Agreement; and

10.  Admission taking place not later than 8:00 a.m. (London time) on 5 October 2026 (or such later time and/or date as the Company and the Banks may agree).

If: (i) any of the conditions contained in the Placing Agreement has not been fulfilled or waived by the Banks by the applicable time or date specified (or such later time or date as the Company and the Banks may agree); (ii) any of the conditions contained in the Placing Agreement becomes incapable of being satisfied; or (iii) 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 (acting together and in good faith) are entitled to waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement (other than those conditions described in paragraphs ‎9 and ‎10 above and certain other conditions, which may not be waived under the terms of the Placing Agreement), or extend the time provided for fulfilment, in whole or in part, of any or all of the conditions, by giving notice in writing to the Company. Any such waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks nor their respective 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally or for entering or not entering into the Terms of Placing and by participating in the Bookbuild and the Placing, each Placee agrees that any such decision is within the absolute discretion of the Banks. Placees will have no rights against any of the Banks or their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

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

Any of the Banks are entitled, at any time before Admission and in accordance with its terms, to terminate the Placing Agreement by giving notice to the Company if, inter alia:

1.   any of the conditions under the Placing Agreement has not been satisfied or has become incapable of satisfaction before the latest time provided in the Placing Agreement and such condition has not been waived (as applicable);

2.   the Company has breached, in a material respect, any of its obligations, undertakings or covenants contained in or given pursuant to the Placing Agreement;

3.   there has been a breach of any of the warranties;

4.   the Company's application to the London Stock Exchange for Admission is withdrawn and/or refused by the London Stock Exchange;

5.   in the opinion of the Banks, acting together and in good faith, there has been a Material Adverse Effect, whether or not foreseeable at the date of the Placing Agreement; or

6.   admission to listing and trading of the Ordinary Shares on the London Stock Exchange has been withdrawn, or trading in any securities of the Company has been suspended or limited by the London Stock Exchange, or trading generally on the London Stock Exchange, the New York Stock Exchange or any other major financial market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or any member of the European Union.

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement and the Placing will not proceed.

By participating in the Placing, Placees agree that the exercise or non-exercise by any Bank of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Bank and that it need not make any reference to, or consultation with, Placees and that neither it nor any of its 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 prepared or submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Placing or Admission and no such prospectus is required (in accordance with the POATR and PRM or the EU Prospectus Regulation (as applicable)).

Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the electronic contract note/trade confirmation to be provided to individual prospective placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company (including the Exchange Information) is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information), the Banks or their respective Affiliates or any person acting on its or their behalf. None of the Company, the Banks, any of their respective Affiliates or any person acting on its or their behalf 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). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the assets being acquired pursuant to the Acquisition in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 90 calendar days from 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 undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement 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: GB00BYW0PQ60) following Admission will take place within the relevant system administered by Euroclear ("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 sent an electronic contract note/trade confirmation in accordance with the standing arrangements in place with the relevant Bank stating the number of Placing Shares to be allocated to it at the relevant Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. It is expected that such electronic contract note/trade confirmation will be dispatched on or around 1 October 2026 and that this will also be the trade date.

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. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Banks may agree that the Placing Shares will be issued in certificated form.

The Company will deliver the Placing Shares to the Settlement Bank (CREST Participant ID: 002, Member Account ID: PRI) as agent for the Company. The Placing Shares will be credited to the Settlement Bank's CREST account by way of a registrars adjustment and therefore the Company will not be required to enter any form of receipt instruction into CREST. 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 on a delivery against payment basis.

It is expected that settlement of the Placing Shares will be on 5 October 2026 on a T+2 basis in accordance with the instructions set out in the electronic contract note/trade confirmation unless otherwise notified by the relevant Bank. 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 SONIA as determined by the Banks.

Each Placee agrees that, if it does not comply with these obligations, the Banks (as agents for and on behalf of the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to indemnify (on an after-tax basis) any person who is legally liable for any Transfer Taxes 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 the Banks all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the electronic contract note/trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, the Company considers and agrees that 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 Transfer Taxes are payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any Transfer Taxes are payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), the Placees shall indemnify (on an after-tax basis) any person who is legally liable for all such Transfer Taxes amounts.

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 (as agents of the Company in respect of the Placing and to the extent to which they are underwriters of the Placing Shares) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1.   it has read and understood this Announcement, in its entirety and that its participation in the Bookbuild and the Placing and its acquisition 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 undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any other 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 Acquisition, the Placing Shares or otherwise;

2.   no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the POATR and PRM (as applicable) and it has not received and will not receive an offering document, prospectus, offering memorandum or admission document in connection with the Bookbuild, the Placing, the Company, Admission, the Placing Shares or otherwise;

3.   (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to trading on the main market of the London Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with UK MAR and the rules and practices of the London Stock Exchange and the FCA (collectively and together with the information referred to in (i) above, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty; and (iii) it has had access to such Exchange Information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has relied on that investigation for the purposes of its decision to participate in the Placing;

4.   none of the Banks, nor the Company nor any of their respective Affiliates nor any person acting on its or 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, such information being all that it deems necessary to make any investment decision in respect of the Placing Shares, nor has it requested any Bank, the Company, or any of their respective Affiliates or any person acting on its or their behalf to provide it with any such material or information;

5.   unless otherwise specifically agreed with the Banks, that they are not, and at the time the Placing Shares are subscribed for and such acquisition is settled, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to subscribe for the Placing Shares; 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, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States, Australia, Canada or Japan or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

6.   the content of this Announcement is exclusively the responsibility of the Company and that none of the Banks nor 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 in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

7.   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 this Announcement and any Exchange Information, that it received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Banks or the Company and none 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 it has relied solely on its own investigation, examination and due diligence of the business, financial or other position of the Company and the assets being acquired pursuant to the Acquisition in deciding to participate in the Placing and that none 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 Acquisition, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof;

8.   it has not relied on any information relating to the Company contained in any research reports prepared by any of the Banks or their respective Affiliates or any person acting on their behalf and understands that (i) none 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 or any representation; (ii) none 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) none 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, whether at the date of publication, the date of this Announcement or otherwise;

9.   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;

10.  no action has been or will be taken by the Company, the Banks or 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;

11.  it and any person acting on its behalf is entitled to subscribe for and purchase 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 Banks, the Company or any of their respective Affiliates or any person acting on its or their behalf acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

12.  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;

13.  it has complied with its obligations under 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. If within a reasonable time after a request for verification of identity, the Banks have not received such satisfactory evidence, the relevant Bank may, in its 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;

14.  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);

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

16.  in particular, (i) if in the United Kingdom, it is a UK Qualified Investor and is a person (A) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or (B) who is a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Order, or (C) to whom this Announcement may otherwise lawfully be communicated; and (ii) if in a member state of the EEA, it is an EU Qualified Investor;

17.  it understands that any investment or investment activity to which this Announcement relates is available only to, in the United Kingdom, UK Qualified Investors, and in any member state of the EEA, EU Qualified Investors, and will 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, UK Qualified Investors and, in any member state of the EEA, EU Qualified Investors;

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

21.  if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the POATR (as applicable): (i) where Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Banks has been given to the offer and resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the POATR (as applicable) as having been made to such persons;

22.  any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and it 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 except to EU 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;

23.  any offer of Placing Shares may only be directed at persons in the UK who are UK Qualified Investors and it 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, except to UK Qualified Investors 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 the POATR and section 85(1) of the FSMA;

24.  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 any of the Banks in their respective capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

25.  it has complied and will comply with all applicable laws (including without limitation, all relevant provisions of the FSMA in the UK and the equivalent provisions under securities laws applicable in any other applicable jurisdiction) with respect to anything done by it in relation to the Placing Shares;

26.  if it is in Singapore, it is: (i) an "institutional investor" (as defined in section 4A of the SFA); or (ii) an "accredited investor" (as defined in section 4A of the SFA);

27.  if it is in Switzerland, it is a "professional client" within the meaning of Article 4, paragraph 3 of the FinSA;

28.  if in Australia, it is: (i) a person who is either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act; and in each case (ii) a "wholesale client" for the purposes of section 761G of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect, and it will not offer to sell the Placing Shares to any person in Australia within 12 months of the issue of the Placing Shares unless disclosure to that person is not required under Part 6D.2 of the Corporations Act (and it arranges for the purchaser of any of those Placing Shares, and any subsequent purchasers, to also comply with this obligation), and the issue of the Placing Shares to it does not require a prospectus under the Corporations Act;

29.  if in Australia, it understands, and each account it represents has been advised that, this Announcement including the Appendices issued by the Company in connection with the Placing or any regulatory announcement that may be issued by the Company:

a.   does not and is not required to contain all the information which would be required under the Corporations Act to be included in a prospectus under the Corporations Act;

b.   has not been lodged with the Australian Securities and Investments Commission;

c.   does not constitute financial product advice or legal, business or tax advice in relation to the Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that it intended to influence it in making a decision to participate in the Placing;

d.   has been prepared without taking into account the investment objectives, financial situation or needs of any person and therefore before making any investment decision in relation to the Placing it should consider if it wants to seek professional advice; and

e.   no cooling-off regime applies to the Placing Shares offered pursuant to this Announcement or any accompanying documentation;

30.  if it has received any "inside information" (as defined under UK 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 prior to the information being made publicly available;

31.  (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 and will pay any Transfer Taxes due in any territory in connection with its participation in the Bookbuild and the Placing and its subscription for and purchase of Placing Shares; (iii) it has not taken any action which will or may result in the Company, the Banks or 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 acquisition 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;

32.  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. It will, however, remain liable for any shortfall below the net proceeds of such sale of the Placing Shares and the placing proceeds of such Placing Shares and may be required to indemnify (on an after-tax basis) other persons for any Transfer Taxes 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. It confers on the Banks all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully undertake in pursuance of such sale. It acknowledges that legal and/or beneficial title in and to any Placing Shares shall not pass to it until it has fully complied with its obligations hereunder;

33.  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;

34.  none 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 any of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

35.  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 Company, the Banks nor any of their respective Affiliates nor any person acting on its or their behalf will be responsible for any liability to Transfer Taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Company, the Banks and any of their respective Affiliates and any person acting on its or their behalf on an after-tax basis in respect of any Indemnified Taxes;

36.  subject to Admission, the Placing Shares will be allotted to the CREST stock account of the Settlement Bank 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;

37.  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;

38.  each of the Banks, the Company, 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 contained in this Announcement 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;

39.  it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective Affiliates and any person acting on its or their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix 1 shall survive after completion of the Placing;

40.  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;

41.  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 and the assets being acquired in the Acquisition operate, 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 or 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;

42.  neither the Company, the Banks, their respective Affiliates nor any person acting on its or 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;

43.  it may not rely on any investigation that any of the Banks or their respective Affiliates or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates, the assets being acquired in the Acquisition 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 or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates and the assets being acquired in the Acquisition, 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, any of the Banks or their respective Affiliates or any person acting on their behalf for the purposes of this Placing;

44.  it will not hold any of the Banks and/or any of their respective Affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written, oral or in a visual or electronic form, and howsoever transmitted or made available) relating to the Group or the assets being acquired in the Acquisition 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;

45.  in connection with the Placing, each of the Banks and any of their respective Affiliates and any person acting on 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 or any of their respective Affiliates or any person acting on their behalf, in each case, acting in such capacity. In addition, any of the Banks and 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. None 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;

46.  each of the Banks and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions. Each of the Banks and their respective Affiliates may provide such services to the Company and/or its Affiliates in the future;

47.  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 Bank(s). Each of the Banks reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion and will, inter alia, take account of the Company's objectives, UK MiFIR, EU MiFIR and MiFID II requirements and/or its allocation policies;

48.  if it is in Canada:

a.   it understands that the offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec (the "Canadian Private Placement Provinces") on a basis exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada and as such, 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;

b.   it is located and resident in one of the Canadian Private Placement Provinces;

c.   it is purchasing the Placing Shares as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution;

d.   it is not an individual;

e.   it is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), as applicable;

f.    it is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

g.   it has not received any offering memorandum (as such term is defined under Canadian securities law) from any party in respect of this offering or the Placing Shares;

h.   it understands that any resale of the Placing Shares acquired by it in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from or not subject to the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority and that these resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada;

49.  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. 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 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, or Japan or in any country or jurisdiction where any action for that purpose is required;

50.  it understands and acknowledges that 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; and (b) in the United States only to persons reasonably believed to be QIBs in transactions pursuant to an exemption from, or in a transaction not subject to, 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; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, and agrees to be bound to the terms of, the US Investor Letter, and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, 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 herein on behalf of each such account;

51.  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;

52.  it will not directly or indirectly offer, reoffer, resell, transfer, assign, pledge or otherwise dispose of any Placing Shares except: (a) outside the United States in "offshore transactions" defined in, and in accordance with, Regulation S; (b) in the United States to a person that it and any person acting on its behalf reasonably believes is a QIB who is purchasing for its own account or for the account of another person who is a QIB pursuant to Rule 144A under the Securities Act (it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising); (c) pursuant to Rule 144 under the Securities Act (if available); (d) to the Company; or (e) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, if the Company shall so require, subject to delivery to the Company of an opinion of counsel (and such other evidence as the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and that that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

53.  the Company may be a passive foreign investment company ("PFIC") for US federal income tax purposes, and it could be a PFIC in future years. If the Company is a PFIC, then US taxable investors may be subject to adverse US tax consequences in respect of their investment in the Company's shares;

54.  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; and

55.  it is not subscribing for the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or "directed selling efforts" (as defined in Regulation S).

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (in each case, for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on its or their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor the Banks 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.

No claim shall be made against the Company, the Banks or any of their respective Affiliates or any person acting on its or their behalf by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.

Please also note that the Company's 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 or any of its or 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) or any other Transfer Taxes arising in relation to the Placing Shares in any circumstances, and in no circumstances shall the Banks or their respective Affiliates or any person acting on their behalf be responsible for any Transfer Taxes in relation to the Placing Shares.

Such agreement is subject to the representations, warranties, indemnities and further terms above and also assumes, and is based on a warranty and representation from each Placee, that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts in respect of or to issue or transfer the Placing Shares into a clearance service. Neither the Banks, the Company nor their respective Affiliates nor any person acting on its or their behalf will be liable to bear any interest or any Transfer Taxes that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees for 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 forthwith and agrees to indemnify on an after-tax basis and hold the Banks and/or the Company (as the case may be) and their respective Affiliates and any person acting on its or their behalf harmless from any such Transfer Taxes. Each Placee should, therefore, take its own advice as to whether any such Transfer Tax liability arises.

For the avoidance of doubt, in no circumstances shall the Banks or their respective Affiliates or any person acting on their behalf be responsible for any Transfer Taxes (whether arising in the United Kingdom or otherwise) in relation to the Placing Shares, and 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 forthwith and agrees to indemnify on an after-tax basis and hold the Banks, their respective Affiliates and any person acting on their behalf harmless from any Transfer Taxes.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any of the Banks or their respective Affiliates pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

Miscellaneous

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any 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 any of the Banks, any money held in an account with any 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 the relevant Bank 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 this Appendix.

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.

Each Placee may be asked to disclose in writing or orally to the Banks:

1.   if they are an individual, their nationality; or

2.   if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Appendix 2 - Definitions

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