THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE COMPANY.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, IF YOU WISH TO PARTICIPATE IN THE PLACING YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

17 November 2025

Macau Property Opportunities Fund Limited

("MPO" or the "Company")

Proposed placing of New Ordinary Shares

Further to the announcement of the Company's annual results on 31 October 2025, the Company announces a placing (the "Placing") of new ordinary shares ("New Ordinary Shares") in the Company.

The Placing will comprise an issuance of up to 12,367,146 New Ordinary Shares on a bookbuild basis.

The Company is also publishing a circular (the "Circular") today in connection with the proposed Placing convening an extraordinary general meeting to be held at 09.00 a.m. on 4 December 2025.

Bookbuild

The Placing will be launched immediately following this announcement, when Panmure Liberum (who are acting as bookrunner for the Placing) will commence a bookbuilding process to determine the level of demand from potential investors for participation in the Placing.

The New Ordinary Shares are not being offered at a fixed price. To bid in the bookbuild, investors should communicate their bid (or bids) by telephone to their usual sales contact at Panmure Liberum. Each bid should state the number of New Ordinary Shares for which the prospective investor wishes to subscribe and the price or price range that the prospective investor is offering to pay.

The number of New Ordinary Shares to be issued and the price per New Ordinary Share (the "Strike Price") will be agreed between Panmure Liberum and the Company following close of the bookbuild at 2.00 p.m. Friday, 21 November 2025, and announced shortly thereafter.

Based on the expected minimum fundraising requirement of £1.7 million, and assuming the maximum amount of New Ordinary Shares are issued (12,367,146 New Ordinary Shares), investors should note that the Strike Price is not expected to be less than 13.75 pence.

The Issue will be made to relevant persons (as defined in the appendix to this announcement (the "Appendix")) through the Bookrunner and will be subject to the terms and conditions set out in the Appendix.

Background and use of proceeds

As previously announced, the Company continues to carefully manage its asset divestment programme to maximise shareholder value, whilst ensuring sufficient cashflow is generated from asset divestment to meet the Company's requirements and obligations to its lending partners and service providers.  The Company's current divestment programme targets the completion of the sale of all remaining assets by December 2026.

Over the sixteen-month period up to 14 November 2025, the Company successfully divested assets amounting to c.US$43.0 million in aggregate. As a consequence, total indebtedness has substantially reduced by 44 per cent. over such period (from c. US$82.8 million as at 30 June 2024 to c. US$46.5 million as at 14 November 2025).

However, amid tightening credit conditions, lender positions have hardened and the majority of the sale proceeds from disposals have been allocated towards deleveraging, with limited available funds for general working capital purposes and immediate debt servicing obligations. While the Company continues to make progress with its sales programme, the Placing is required in order to meet near term liquidity requirements such that divestment momentum can be maintained in an orderly manner and the Company can execute its plan to achieve the best exit values available, balancing the timescales and need to meet lender repayment schedules. Although dilutive to the net asset value per Ordinary Share, the Placing is considered necessary to preserve Shareholder value and mitigate the risk of accelerated and/or depressed asset sales in the context of timing mismatch between cash inflows and scheduled repayment obligations.

The Company continues to work closely with its lending partners and has secured an extension of its loan facilities for The Waterside and The Fountainside to September 2026. In addition, the Company has also extended its Penha Heights unit's loan facilities, with one of the Penha Heights units maturing in January 2026 and the other in June 2029 but with interim payments to be made in December 2025 (the "December 2025 Instalments").

The Board continues to believe that a carefully managed divestment process is in the best interest of all Shareholders and that unnecessary acceleration of the divestment of the portfolio, or any forced sale of assets, would produce a poor outcome for Shareholders. As such, the Board is pursuing the Placing in order to ensure sufficient net funding is available to satisfy the December 2025 Instalments and meet other working capital needs. The Company is seeking to raise a minimum amount of £1.7 million pursuant to the Placing unless otherwise agreed between the Company and Panmure Liberum.

The number of New Ordinary Shares to be issued under the Placing is capped at 19.99 per cent. of the Company's issued share capital as at the date of this announcement.

Applications will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the closed-ended investment fund category of the Official List and to London Stock Exchange plc for admission to trading of the New Ordinary Shares on its main market for listed securities (the Main Market), (together, "Admission"). It is expected that Admission will become effective, and that dealings in the New Ordinary Shares on the Main Market will commence, on 8 December 2025.

Further capital raise

The Placing is being launched in order to ensure sufficient net funding is available to satisfy the upcoming December 2025 Instalments and meet working capital needs.

However, the Board is cognisant of the potential need for further capital in the coming months, in addition to the Placing, in order to continue to mitigate discrepancies between the timing of sales receipts and operational expenses, including scheduled loan repayments. The Directors have accordingly decided to seek authority from Shareholders to issue further new Ordinary Shares (including on a non-pre-emptive basis) so as to maintain flexibility to raise further funding through an issuance of additional new Ordinary Shares in the coming months after the Placing is completed, should this be deemed necessary. Such additional authorities, if utilised, would be used for a further fundraising after the UK Public Offers and Admission to Trading Regulations come into force on 19 January 2026 and closed-ended investment funds become permitted to issues shares comprising up to less than 100 per cent. of their issued share capital over a 12 month period without publishing a prospectus.

If the Directors determine it appropriate to utilise these additional authorities in the period after 19 January 2026, the Company would seek to apply pre-emption principles if practicable, entitling as many Shareholders to participate as is practicable. Whether or not the Company will proceed with an additional equity fundraising will depend in the short term on timing of the likely disposal of Penha Heights and whether additional funds are required to complete a full or partial re-financing of the facilities secured on the Penha Height units (with debt facilities against one of the units maturing in late January 2026). In addition, whether or not the Company chooses to raise additional capital will be determined by whether the Directors consider it to be beneficial for the preservation of existing equity value that may otherwise be compromised by the imposition of an accelerated divestment timetable.

Expected Timetable

1.     All references to times above are to London time.

2.     If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by an announcement through a Regulatory Information Service.

3.        This date may be extended in accordance with the terms and conditions of the Placing.

Terms used but not otherwise defined in this announcement have the meaning given to them in the Circular.

Stock Code

London Stock Exchange: MPO

LEI

213800NOAO11OWIMLR72 

For further information:

Manager

Sniper Capital Limited

Group Communications

Tel: +853 2870 5151

Email: info@snipercapital.com

Corporate Broker, Financial Adviser and Sole Bookrunner

Panmure Liberum Limited

Darren Vickers

Tel: +44 20 3100 2222

Company Secretary & Administrator

Ocorian Administration (Guernsey) Limited

Kevin Smith

Tel: +44 14 8174 2742

About Macau Property Opportunities Fund

Listed on the Main Market of the London Stock Exchange, Macau Property Opportunities Fund Limited is a closed-end investment company registered in Guernsey and is the only quoted property fund dedicated to investing in Macau, the world's leading gaming market and the only city in China where gaming is legalised.

Launched in 2006, the Company targets strategic property investment and development opportunities in Macau. Its current portfolio comprises prime residential property assets.

The Company is managed by Sniper Capital Limited, an Asia-based property investment manager with an established track record in fund management and investment advisory.

IMPORTANT INFORMATION

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS SELECTED BY PANMURE LIBERUM LIMITED ("PANMURE LIBERUM") WHO ARE (a) in the United Kingdom, qualified investors ("UK QUALIFIED INVESTORS") as defined in Article 2(E) of the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019 (THE "uk prospectus regulation") and who are persons who, (i) fall within Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order;  OR (b) persons to whom it may otherwise be lawfully communicated (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE PLACING AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN TO PERSONS WHO ARE UK QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (IN THE UK) OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE UK AIFMD LAWS.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Restricted Jurisdiction"). This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, Panmure Liberum, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.

Panmure Liberum  is authorised and regulated in the United Kingdom by the FCA. Panmure Liberum is acting exclusively for the Company and for no-one else in connection with the Placing or any of the other matters referred to herein, will not regard any other person as its client in relation to the Placing or any of the other matters referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Liberum or for providing advice in relation to the Placing or any of the other matters referred to herein. This does not exclude any responsibilities or liabilities of Panmure Liberum under FSMA or the regulatory regime established thereunder.

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 Panmure Liberum, or any of its affiliates or representatives, or any person acting on its or their behalf as to, or in relation to, 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 Panmure Liberum or any of its affiliates in connection with the Company, the New Ordinary Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by Panmure Liberum, or any of its affiliates or representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Appendix

Terms and Conditions of the Placing

1          Introduction

Defined terms used in these Terms and Conditions and not otherwise defined shall have the meanings ascribed to them in the announcement of the Company with respect to the Placing, dated 17 November 2025 (the "Announcement").

The following definitions apply to these Terms and Conditions:

The New Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the EEA.

Each person who is invited to and who chooses to participate in the Placing (including individuals, funds or others) (a "Placee") confirms its agreement (whether orally or in writing) to Panmure Liberum to subscribe for New Ordinary Shares under the Placing and that it will be bound by these Terms and Conditions and will be deemed to have accepted them.

Members of the public are not eligible to take part in the Placing. These Terms and Conditions are for information purposes only and are directed only at persons selected by Panmure Liberum who are: (a) in the United Kingdom, qualified investors as defined in Article 2(E) of the UK Prospectus Regulation and who are persons who, (i) fall within Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; (b) in Switzerland, institutional investors (such as supervised financial intermediaries including banks, securities firms, fund management companies and asset managers of collective investment schemes, insurance companies as well as central banks); or (c) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). These terms and conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Terms and Conditions relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in New Ordinary Shares. The price of the New Ordinary Shares in the Company and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.

1.1       Placees will be deemed to have read and understood the Announcement and these Terms and Conditions in their entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in these Terms and Conditions. In particular, each such Placee represents, warrants and acknowledges that:

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

(b)        in the case of any New Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (i) the New Ordinary Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK other than Qualified Investors or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale; or (ii) where New Ordinary Shares have been acquired by it on behalf of persons in the UK other than Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and/or

(c)        it is not a U.S. Person and is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person, (ii) the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, and (iii) the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act.

The Company and Panmure Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

1.2       The Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. Subject to certain exceptions, the Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Restricted Jurisdictions or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

1.3       In particular, the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in, into or within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not violate the transfer restrictions set forth in these terms and conditions or result in the Company being in violation of the U.S. Investment Company Act.

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

1.5       The Company is neither required to obtain any authorisation from the Swiss Financial Market Supervisory Authority FINMA nor to appoint a Swiss representative and a Swiss paying agent. Investors in Switzerland do not benefit from the additional investor protection afforded by the Swiss Federal Act on Collective Investment Schemes and its implementing ordinances and regulations or the Swiss Federal Act on Financial Services and its implementing ordinances.

2          DETAILS OF THE PLACING

2.1       Panmure Liberum has entered into a placing agreement with the Company and the Manager (as defined below) (the "Placing Agreement") under which Panmure Liberum has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the New Ordinary Shares at the Placing Price.

2.2       The Placing Agreement contains customary warranties given by the Company and the Manager to Panmure Liberum as to matters relating to the Company and its business and a customary indemnity given by the Company to Panmure Liberum in respect of liabilities arising out of, or in connection with, the Placing.

2.3       The Company (after consultation with Panmure Liberum and the Manager) reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Placee in the event of applications in excess of the maximum amount under the Placing. The Company and Panmure Liberum also reserve the right not to accept any offers to subscribe for New Ordinary Shares or to accept such offer in part rather than in whole. Panmure Liberum shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Panmure Liberum nor any holding company of Panmure Liberum nor any subsidiary branch or affiliate of Panmure Liberum (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Panmure Liberum, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to any Placee in respect of their conduct of the Placing. No commissions will be paid to Placees or directly by Placees in respect of any New Ordinary Shares.

2.4       Each Placee's obligations will be owed to the Company and to Panmure Liberum. Following the oral or written confirmation referred to below in paragraph 5, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Panmure Liberum, to pay to Panmure Liberum (or as Panmure Liberum may direct) in cleared funds an amount equal to the product of the Placing Price and the number of New Ordinary Shares which such Placee has agreed to acquire.

2.5       Each Placee agrees to indemnify on demand and hold each of Panmure Liberum, the Company, Sniper Capital Limited (the "Manager") and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these Terms and Conditions.

2.6       The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out in paragraph 6 below.

3          APPLICATION FOR ADMISSION TO TRADING

Application will be made to the FCA and the London Stock Exchange plc for Admission of any New Ordinary Shares issued pursuant to the Placing. It is expected that settlement of any such New Ordinary Shares and Admission will become effective on or around 8.00 a.m. on 8 December 2025 and that dealings in the New Ordinary Shares issued pursuant to the Placing will commence at that time.

4          PAYMENT FOR SHARES

Each Placee must pay the Placing Price for the New Ordinary Shares issued to the Placee in the manner and by the time directed by Panmure Liberum. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for New Ordinary Shares shall at Panmure Liberum' discretion either be rejected or accepted in which case paragraph 7.5 below shall apply to such application.

5          PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

5.1       Panmure Liberum (whether through itself or any of its Affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the New Ordinary Shares.

5.2       Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Panmure Liberum. Panmure Liberum and its Affiliates may participate in the Placing as principal.

5.3       Each Placee's allocation will be confirmed to Placees orally or in writing by Panmure Liberum, and a trade confirmation will be dispatched as soon as possible thereafter. The oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Panmure Liberum and the Company, under which it agrees to acquire the number of New Ordinary Shares allocated to it at the Placing Price on the basis of these Terms and Conditions and in accordance with the Company's articles of incorporation.

5.4       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under paragraph 7.

5.5       All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below in paragraph 6 and to the Placing not being terminated pursuant to the Placing Agreement.

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

5.7       To the fullest extent permissible by law, none of the Company, Panmure Liberum or any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise of these Terms and Conditions). In particular, none of the Company, Panmure Liberum or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Panmure Liberum's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the New Ordinary Shares to the Placees and Panmure Liberum shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

6          CONDITIONS OF THE PLACING

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

6.2       Panmure Liberum' obligations under the Placing Agreement in respect of the New Ordinary Shares are conditional on, inter alia, Admission occurring and becoming effective by 8.00 a.m. (London time) on 8 December 2025 (or such later time and/or date as the Company and Panmure Liberum may agree (not being later than 31 December 2025));

6.3       If: (a) any of the conditions contained in the Placing Agreement in relation to the New Ordinary Shares are not fulfilled or waived by Panmure Liberum by the respective time or date where specified (or such later time or date as the Company and Panmure Liberum may agree); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the New Ordinary Shares will lapse and the Placee's rights and obligations hereunder in relation to such New Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

6.4       Subject to certain exceptions, Panmure Liberum may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments.

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

7          REGISTRATION AND SETTLEMENT

7.1       Settlement of transactions in the New Ordinary Shares (ISIN: GG00BGDYFV61) following Admission will take place within CREST provided that, subject to certain exceptions, Panmure Liberum reserves the right to require settlement for, and delivery of, the New Ordinary Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

7.2       Each Placee allocated New Ordinary Shares in the Placing will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Panmure Liberum (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Liberum.

7.3       It is expected that settlement in respect of the New Ordinary Shares issued pursuant to the Placing will be on or around 8 December 2025 on a T+2 basis in accordance with the instructions set out in the trade confirmation.

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

7.5       Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Liberum may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Liberum's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify Panmure Liberum on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary Shares, each Placee confers on Panmure Liberum all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Liberum lawfully takes in pursuance of such sale.

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

7.7       Insofar as New Ordinary Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.

8          REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

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

(a)        represents and warrants that it has read and understood the Announcement including these Terms and Conditions, in its entirety and that its subscription of New Ordinary Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

(b)        acknowledges that none of Panmure Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the New Ordinary Shares or the Company; nor has it requested any of Panmure Liberum, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(c)        acknowledges that the Announcement is exclusively the responsibility of the Company, and that none of Panmure Liberum, its Affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in the Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in the Announcement or otherwise. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Panmure Liberum, its Affiliates or any other person acting on its or their behalf has or may have conducted;

(d)        represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

(e)        acknowledges that Panmure Liberum does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Liberum is not acting for it or its clients and that Panmure Liberum will not be responsible for providing protections to it or its clients;

(f)         acknowledges that none of Panmure Liberum, any of its Affiliates or any person acting on behalf of it or them has or shall have any liability for any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

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

(h)        it is not a U.S. Person and is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person, (ii) the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, and (iii) the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;

(i)         unless otherwise specifically agreed in writing with Panmure Liberum, represents and warrants that neither it nor the beneficial owner of such New Ordinary Shares will be a resident of any Restricted Jurisdiction;

(j)         acknowledges that the New Ordinary Shares have not been and will not be registered under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

(k)        represents and warrants that the issue to it, or the person specified by it for registration as holder, of New Ordinary Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer New Ordinary Shares into a clearance system;

(l)         represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation, Criminal Justice Act 1993 and Part VIII of the FSMA and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 and other applicable law, the Terrorism Act 2007 and the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the United Kingdom, the EU or a regulation adopted by the United Nations and including, without limitation, the designation as a "specially designated national" or "blocked person" (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Panmure Liberum such evidence, if any, as to the identity or location or legal status of any person which Panmure Liberum may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Panmure Liberum on the basis that any failure by it to do so may result in the number of New Ordinary Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Panmure Liberum may decide at its sole discretion;

(m)       represents and warrants that it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the EEA prior to Admission;

(n)        represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

(o)        represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

(p)        if in the United Kingdom, unless otherwise specifically agreed with Panmure Liberum in writing, represents and warrants that it is a Qualified Investor within the meaning of the UK Prospectus Regulation;

(q)        if in the United Kingdom, represents and warrants that it is a person: (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom details of the Placing may otherwise be lawfully communicated;

(r)         if in Switzerland, represents and warrants that it is an institutional investor (such as a supervised financial intermediary including banks, securities firms, fund management companies and asset managers of collective investment schemes, insurance companies as well as central banks);

(s)        represents and warrants that it and any person acting on its behalf is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto and will honour such obligations;

(t)         where the Placee is acting in its capacity as a discretionary Manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the Placee, as the discretionary Manager, that is to be regarded as the Placee for the purpose of the Placing and not the underlying client;

(u)        undertakes that it (and any person acting on its behalf) will make payment for the New Ordinary Shares allocated to it on the due time and date set out in the Announcement, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as Panmure Liberum may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Panmure Liberum on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such New Ordinary Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's New Ordinary Shares on its behalf;

(v)        acknowledges that none of Panmure Liberum, any of its Affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Panmure Liberum and that Panmure Liberum has no 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 their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

(w)        undertakes that the person whom it specifies for registration as holder of the New Ordinary Shares will be: (i) itself; or (ii) its nominee, as the case may be. Neither Panmure Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Panmure Liberum in respect of the same on the basis that the New Ordinary Shares will be allotted to the CREST stock account of Panmure Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(x)        acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Liberum 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;

(y)        acknowledges that time shall be of the essence as regards to obligations pursuant to these Terms and Conditions;

(z)        agrees that the Company, Panmure Liberum and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Liberum on its own behalf and on behalf of the Company and are irrevocable;

(aa)      agrees to indemnify on an after-tax basis and hold the Company, Panmure Liberum and its respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in these Terms and Conditions and further agrees that the provisions of these Terms and Conditions shall survive after completion of the Placing;

(bb)      acknowledges that no action has been or will be taken by any of the Company, Panmure Liberum or any person acting on behalf of the Company or Panmure Liberum that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

(cc)      acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the New Ordinary Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

(dd)      acknowledges that its commitment to subscribe for New Ordinary Shares on the terms set out herein and in the trade confirmation will continue, notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

(ee)      acknowledges that Panmure Liberum or any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

(ff)       represents and warrants that, if it is a pension fund or investment company, its purchase of New Ordinary Shares is in full compliance with all applicable laws and regulation;

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

(i)         it acknowledges that the target market assessment (the "Target Market Assessment") undertaken by the Manager and Panmure Liberum does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;

(ii)         notwithstanding any Target Market Assessment undertaken by the Manager and Panmure Liberum, it confirms that it has satisfied itself as to the appropriate knowledge, whom it plans to distribute the New Ordinary Shares and that it has considered the compatibility of the risk/reward profile of such New Ordinary Shares with the end target market;

(iii)        it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who 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; and

(iv)        it acknowledges that Panmure Liberum is acting for the Company in connection with the Placing and for no-one else and that it will not treat the Placee as its customer by virtue of such application being accepted or owe it any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for it or be responsible to it for the protections afforded to their customers.

8.2       The representations, warranties, acknowledgments and undertakings contained in these Terms and Conditions are given to Panmure Liberum and the Company and are irrevocable and shall not be capable of termination in any circumstances.

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

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

8.5       Each Placee, and any person acting on behalf of the Placee, acknowledges that Panmure Liberum does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

8.6       When a Placee or person acting on behalf of the Placee is dealing with Panmure Liberum, any money held in an account with Panmure Liberum 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 Panmure Liberum' money in accordance with the client money rules and will be used by Panmure Liberum in the course of its own business and the Placee will rank only as a general creditor of Panmure Liberum.

8.7       All times and dates in the Announcement may be subject to amendment. Panmure Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.

8.8       Panmure Liberum is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties (including the Manager), part or all of its fees relating to the Placing.

9          DATA PROTECTION

9.1       Each prospective Placee acknowledges and agrees that it has read the Privacy Notice.

9.2       For the purposes of this section and the Privacy Notice, "data controller", "data processor", "data subject", "personal data", "processing" and "special category data" shall have the meanings attributed to them in the DP Law and the term "process" shall be construed accordingly.

9.3       Information provided by it to the Company or MUFG Corporate Market Services (Guernsey) Limited (the "Registrar") will be stored both on Ocorian Administration (Guernsey) Limited's (the "Company Secretary") and the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of the DP Law the Company and the Registrar are each required to specify the purposes for which they will hold personal data.

9.4       Each of the Company and its service providers shall:

(a)        be responsible for and control any personal data which it processes in relation to investors or arising out of the matters described in this document;

(b)        comply with any DP Law applicable to the collection and processing of the personal data; and

(c)        take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data.

9.5       Where personal data is shared by the Placee with the Company or its agents pursuant to this document, the Placee shall ensure that its disclosure or transfer of personal data to the Company is in accordance with the Placee's obligations under DP Law. In addition, the Placee represents and warrants in respect of its disclosure or transfer of personal data to the Company that there is no prohibition or restriction in relation to the Company's use thereof which would:

(a)        prevent or restrict it from disclosing or transferring the personal data to the relevant recipient;

(b)        prevent or restrict the Company or its agents from disclosing or transferring the personal data to relevant third parties, and any of its (or their) employees, agents, delegates and subcontractors (including to jurisdictions outside of the EEA and including the United States), in order to provide the services or services ancillary thereto; or

(c)        prevent or restrict the Company and any of its (or their), employees, agents, delegates and subcontractors, from processing the personal data as specified in the Privacy Notice and/or in this document.

9.6       If the Placee passes personal data of any of its or its affiliates' employees, representatives, beneficial owners, agents and subcontractors to the Company or its agents, the Placee warrants that it has provided adequate notice to such employees, representatives, beneficial owners, agents and subcontractors including the detail set out in this paragraph 9 and the Privacy Notice and as required by DP law relating to the processing by the Company or its agents as applicable of such personal data and to the transfer of such personal data outside the EEA.

9.7       If the Placee passes personal data of any of its shareholders, investors or clients to the Company, the Placee warrants that it will provide the Privacy Notice or equivalent wording to such shareholders, investors or clients.

9.8       The Placee will also ensure that it has obtained any necessary consents from any of its affiliates', representatives, employees, beneficial owners, agents or subcontractors in order for Panmure Liberum to carry out anti-money laundering checks.

9.9       In providing the Company, Panmure Liberum and the Registrar with information each Placee hereby represents and warrants to the Company, Panmure Liberum and the Registrar that it has obtained any necessary consents of any data subject whose data it has provided to the Company, Panmure Liberum and the Registrar and their respective associates holding and using their personal data as set out in the Privacy Notice (including, where required, the explicit consent of the data subjects for the processing of any special category data as set out in the Privacy Notice) and will make the Privacy Notice, for which the Company, Panmure Liberum and the Registrar will process the data, available to all data subjects whose personal data may be shared by it for this purpose.

9.10      The Company and the Registrar are each data controllers for the purpose of the DP Law and the parties all agree and acknowledge that none of the Company and the Registrar is or shall be a data processor for any of the others or a joint data controller with any of the others and they will each comply with their obligations under the DP Law and the Placee will do nothing that puts the Company and the Registrar in breach of their respective obligations. The Company Secretary is a data processor for the purpose of the DP Law and the parties all agree and acknowledge this.

Product Governance Requirements

Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (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 UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary 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, Panmure Liberum 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 chapters 9A or 10A respectively of COBs; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Placing.

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