THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

30 August 2023

Rosslyn Data Technologies plc

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

Proposed Placing and Subscription to raise a minimum of £2.7 million

Launch of Accelerated Bookbuild

Proposed Issue of Convertible Loan Notes to raise £600,000

Proposed Retail Offer to raise up to £0.5 million

Proposed Share Capital Consolidation

and

Notice of General Meeting

Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise data analytics platform, is pleased to announce a proposed fundraising by way of an accelerated bookbuild to raise a minimum of £3.3 million (before expenses) via a conditional placing and subscription of new Ordinary Shares at the Issue Price of 0.5 pence per Fundraising Share and the issue of Convertible Loan Notes to certain institutional and other investors. The Placing, which is being conducted by way of an accelerated bookbuild, will commence immediately following this Announcement.

In addition to the Placing and Subscription, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the Bookbuild Platform to raise up to £0.5 million (before expenses) at the Issue Price. The Retail Offer aims to provide existing retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms. Those investors who subscribe for Fundraising Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Issue Price of 0.5 pence per Fundraising Share represents a nil discount to the closing mid-market price on 29 August 2023 (being the latest practicable date prior to the date of this Announcement).

The Fundraise is conditional on, inter alia, shareholder approval of certain resolutions to be proposed at a general meeting of the Company to be held on 18 September 2023. Cenkos Securities plc ("Cenkos") is acting as nominated adviser, sole broker and sole bookrunner in connection with the Placing. If the Resolutions are passed at the General Meeting, the Placing Shares, Subscription Shares and the Retail Offer Shares are expected to be admitted to trading on AIM at 8.00 am on 19 September 2023.

The Company also announces that it is carrying out a consolidation to reduce the number of Ordinary Shares in issue by a factor of 50. The Company currently has 339,862,521 Ordinary Shares in issue. This is a significant number of shares for a Company with a market capitalisation of approximately £1.7 million as at 29 August 2023. The Board considers that the effect of the Consolidation will be to improve market liquidity by reducing volatility and spread of the Company's Ordinary Shares and make trading in the Company's shares more attractive to a broader range of institutional investors and other members of the investing public.

The Company will be posting a circular to Shareholders on 31 August 2023 ("Circular") detailing the Fundraising and the Consolidation, and also convening the General Meeting at which the Resolutions will be proposed. The Circular will be available to view on the Company's website at https://www.rosslyn.ai/investors.

Capitalised terms in this Announcement shall have the same meaning as in the Circular.

Paul Watts, Chief Executive Officer of Rosslyn, commented:

"The last year has been a transformative period for Rosslyn in which we have strengthened and refined our position as a leading provider of procurement analytics solutions. With the restructuring of our business, launch of an upgraded SaaS platform and execution on a new partner-led go-to-market strategy, we have established solid foundations for growth and are now well-positioned in a marketplace that is ripe for disruption.

This fundraising will enable us to drive revenue growth and provide a pathway to profitability thanks to our scalable business model. It will also allow us to seek to capitalise on the exciting innovation opportunities offered by emerging technologies, such as generative AI. Accordingly, the Board recommends all shareholders vote in favour of the Resolutions."

Further details of the Fundraising and the Consolidation are set out below.

For further information please contact:

Expected timetable of principal events

Each of the times and dates refer to London (UK) time and are subject to change by the Company (with the agreement of Cenkos), in which case details of the new times and dates will be notified to the London Stock Exchange and the Company will, if appropriate, make an announcement through a Regulatory Information Service. Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.

References to times in this Announcement are to London (UK) time.

1.    Background to and reasons for the Fundraising

The last year has been one of a fundamental transformation for Rosslyn during which time the Company has:

·    introduced a new and experienced leadership team to drive cultural change;

·    re-focussed itself on a single SaaS product and divested of two non-core assets;

·    implemented a new "go-to-market" partner-led approach;

·    launched a new Rosslyn platform;

·    modernised the Rosslyn brand to reflect the strategic focus on the core platform;

·    introduced a new customer success team and customer advisory board; and

·    increased operational efficiencies through a more streamlined team and tighter cost controls.

Current trading and Prospects

The Board believes that, following this transformation process, the business model is eminently scalable. The Company operates in a high growth market and the Board believes that this, taken together with Rosslyn's blue chip customer base, presents the Group with a significant opportunity to grow annual recurring revenues ("ARR"). The Board's ambition is for the Company to achieve ARR of between £12 million and £15 million in the medium term.

The Company has made solid progress on its partner-led go-to-market strategy. The existing sales pipeline is being converted with the Board pleased to recently announce two new contract wins worth £422k in aggregate over a multi-year period representing an additional £120k of ARR. 

The Company expects to report improvement in all its key performance indicators for the year ended 30 April 2023 compared with the previous year. This reflects growth in revenue driven by new customers won during the year alongside the Company maintaining a tight focus on cost control, enhancing efficiency and reducing cash burn. Accordingly, the Company expects to report an increase in revenue and reduction in adjusted EBITDA loss for 2023 in line with market expectations and growth in ARR to approximately £2.4m (2022: £2.2m). 

The Company entered the 2024 financial year with a significantly larger weighted pipeline than at the same point of the prior year. As announced on 30 May 2023, the Company began to successfully convert that pipeline with the award of two contracts within the first month of the new year, which further increased the Company's ARR. The Company is in advanced negotiation with several other customers within the weighted pipeline while the total pipeline has grown substantially since the year end, which primarily reflects increasing business through the Company's partnerships. While ensuring sufficient investment to be able to respond to the high level of demand that it is experiencing, the Company has continued to maintain tight control over costs and its focus on reducing monthly cash burn, which was approximately £190k as of June 2023. As at 30 June 2023, the Company had cash and cash equivalents of £695k.

The Directors believe that the proceeds of the Fundraising will enable the Group to fund growth within the SaaS model and to provide working capital to support the Group in achieving profitability.

The Market

The Board believes that the Group is now well-positioned in a marketplace that is ripe for disruption in the following ways: 

(i)            Customers face the challenge of being custodians of a large value of complex supply chain data which can be set across different systems, geographies, currencies and source formats. This makes data difficult to extract and, once extracted, hard to consolidate and analyse due to inconsistent nomenclature. The Board considers that the Rosslyn platform provides a solution to these issues by enabling seamless data extraction, analysis, and enrichment to facilitate customers receiving real time business critical insights.

(ii)           The current macroeconomic instability and challenges such as the rise in inflation and the ongoing war between Russia and Ukraine has created a general distrust in supply chains, and there is therefore demand for procurement data with broader metrics in order to enable agile decision making.

(iii)          Technological advances in artificial intelligence have seen the Company begin to transition from spend analytics to spend intelligence. As custodians of a large volume of complex supply chain data, Rosslyn is well positioned to establish a leadership position over the next 12 to 24 months in this area through enhanced automation, predictive analytics, and the creation of additional value from data in source-to-contract space.

The Board views the marketplace in three tiers and believes Rosslyn's market opportunity in each tier to be as follows:

* "TAM" means total addressable market, "SAM" means serviceable available market and "SOM" means serviceable obtainable market.

Customers

The Group currently has more than 30 clients spread across the various tiers. The majority of the Group's enterprise market customers are large, multi-national organisations and are increasingly of the Tier 1 category, headquartered in the UK, Europe or US and spread across multiple sectors including medical & pharmaceutical, transport & aerospace, professional services and food & beverage.

In addition to increasing sales with existing customers through the release of new modules, the Board intends that the Group will focus on partner-led sales and is actively seeking to increase its number of Business Process Outsourcing ("BPO") partners. Two of these BPO partners currently are Genpact, which has more than 320 global clients and manages spend of $78 billion, and Chain IQ, which has more than 60 clients in over 49 countries. Rosslyn is also enhancing partnerships with procurement advisers and other large, global consulting partners with complex enterprise requirements, having already been selected as a vendor by Deloitte, Accenture and PwC.

Use of proceeds

The Company intends to use the net proceeds of the Fundraising to drive its growth, namely:

·    to continue product development and engineering;

·    for sales & marketing;

·    to recruit additional personnel in the function of professional services, customer success and operations; and

·    to provide working capital with the expectation of providing the Company with a pathway to profitability.

2.   Share Option Plan

The Board recognises the importance of share options to appropriately incentivise and retain employees as well as to ensure their interests are aligned with that of the Company and its Shareholders.  The Board understands that existing share options that have been granted to employees and are currently unexercised are not incentivising those employees due to their high exercise price.  Accordingly, the Board intends to adopt a new share option plan which will allow the issue of tax advantaged enterprise management incentive options and non-tax advantaged options.  Employees will be required to surrender existing share options before being granted new options.  The Board is proposing that options exercised under the new scheme will be exercisable at a price equivalent to the Issue Price as adjusted for the Consolidation and limited to 15 per cent. of the Enlarged Issued Share Capital.  Authority to issue and allot share options under this new scheme will be sought through the Resolutions.

For senior management (which will include Paul Watts and Ed Riddell) the options shall vest over a period up to 3 years with performance criteria tied to increases in share price, and achievement of targets related to ARR, revenue and profitability. Once vested there will be no clawback.  For all others, granted options will vest after 3 years on condition of specified increases in share price.

3.    The Consolidation

As at 29 August 2023 (being the latest practicable date prior to the publication of this Announcement), the Company had 339,862,521 Ordinary Shares in issue having a mid-market price of 0.5 pence per Existing Ordinary Share as at the close of business on such date. 

The Directors consider that the Consolidation is in the best interests of the Company's long-term development as a publicly quoted company as it will result in the Company having a more manageable number of issued ordinary shares and a higher share price. In addition, the Board expects that the Consolidation will result in a narrowing of the bid/offer spread, thereby improving liquidity, and as a result potentially help to make the New Consolidated Ordinary Shares more attractive to investors.

Under the Consolidation, it is proposed that the Existing Ordinary Shares as at the Record Date will be consolidated so that every 50 Existing Ordinary Shares will be consolidated into one New Consolidated Ordinary Share.

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of the issued share capital of the Company held by each Shareholder immediately before and immediately after the Consolidation will, save for Fractional Entitlements (the treatment of which is described below), remain unchanged.

Shareholder approval of the Consolidation is being sought pursuant to Resolution 3.

Issue of up to 49 Ordinary Shares prior to the Consolidation

In anticipation of Resolution 3 being passed by Shareholders, the Company intends, immediately prior to the General Meeting, to issue such number of additional Ordinary Shares (being up to 49 Ordinary Shares) as will result in the total number of Ordinary Shares in issue being exactly divisible by 50. Since the additional Ordinary Shares will only represent a fraction of a New Consolidated Ordinary Share, this fraction will be combined with the other Fractional Entitlements and sold pursuant to the arrangement for Fractional Entitlements described below.

Fractional Entitlements

It is likely that the Consolidation will result in Fractional Entitlements where any holding is not precisely divisible by 50. 

Following the Consolidation, certain Shareholders may not have a proportionate shareholding of New Consolidated Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any Shareholders holding fewer than 50 Existing Ordinary Shares as at close of business on 19 September 2023 (the "Record Date") will cease to be a Shareholder of the Company. The minimum threshold to receive New Consolidated Ordinary Shares will be 50 Existing Ordinary Shares.

The Articles currently permit the Directors to sell shares representing fractional entitlements arising from the Consolidation. Any Fractional Entitlements will therefore be aggregated and sold in the market for the best price reasonably obtainable on behalf of the relevant Shareholders. The Company will distribute the proceeds of sale in due proportion to any such Shareholders in accordance with the Articles (subject to the minimum threshold referred to in the next paragraph).

In the event that the net proceeds of sale to be distributed to any relevant Shareholder amount to £3 or less, the Directors are of the view that, as a result of the administrative burden and disproportionate

costs involved, it would not be in the best interests of the Company to distribute such proceeds of sale.

Accordingly, the Directors are proposing, pursuant to the Articles, that the net proceeds arising from the sale of fractions need only be distributed to a Shareholder where he or she is entitled to receive more than £3 (and, below that minimum threshold, that the proceeds of sale be retained for the benefit of the Company, or at the discretion of the Directors, donated to charity).

For the avoidance of doubt the Company is only responsible for dealing with fractions arising on registered shareholdings. For Shareholders whose Ordinary Shares are held in the nominee accounts of stockbrokers, intermediaries or other nominees, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker, intermediary or nominee in whose account the relevant Ordinary Shares are held and it will be that person's responsibility to deal with fractions arising within their customer accounts and not the Company's responsibility.

4.      Rights attaching to New Consolidated Ordinary Shares

The New Consolidated Ordinary Shares will have the same rights as the Existing Ordinary Shares including, voting, dividend, return of capital and other rights.

5.      Details of the Fundraising 

Details of the Placing

The Company has conditionally raised gross proceeds of £2.7 million through the Placing and Subscription at the Issue Price. The Placing comprises a placing of 419,796,235 EIS/VCT Placing Shares and a placing of 97,203,765 General Placing Shares with new and existing institutional investors and other investors. The Issue Price represents a nil discount to the closing mid-market price of 0.5 pence on 29 August 2023, being the latest practicable date prior to publication of this Announcement.

Pursuant to the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

None of the Placing, the Subscription or the Retail Offer has been underwritten by Cenkos or any other party and the Placing is conditional, inter alia, on:

·    the Placing Agreement not having been terminated in accordance with its terms prior to First Admission;

·    the Resolutions being passed which will provide shareholder authority for the allotment and issue by the Company of the Fundraising Shares and Convertible Loan Notes for cash on a non-pre-emptive basis; and

·    the admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 19 September 2023 or such later time and/or date as the Company and Cenkos may agree (being no later than 8.00 a.m. on 11 October 2023).

The Placing is not conditional upon the completion of the Retail Offer or the Subscription, but is conditional upon the issue of the Convertible Loan Notes. Completion of the Retail Offer,  the Subscription and the issue of the Convertible Loan Notes is conditional, inter alia, upon completion of the Placing. Neither the Retail Offer or the Subscription are conditional upon each other.

The Placing Agreement contains customary warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cenkos in relation to certain liabilities that they may incur in respect of the Placing.

The Fundraising comprises the Placing, the Retail Offer, the issue of the Convertible Loan Notes and the Subscription. The Placing, the Retail Offer, the issue of the Convertible Loan Notes and the Subscription are each conditional, among other matters, on the passing of a resolution to be proposed at the General Meeting, granting authority to the Directors to allot the Fundraising Shares and Convertible Loan Notes on a non-pre-emptive basis, and on First Admission.

Cenkos (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to First Admission in respect of the Fundraising Shares, including (but not limited to): in the event that there has, in the opinion of Cenkos (acting in good faith) been a breach, or an alleged breach, of any of the warranties in the Placing Agreement or there has occurred in the opinion of Cenkos (acting in good faith) a Material Adverse Change. Cenkos may also terminate the Placing Agreement if there has been a significant change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which Cenkos considers (acting in good faith) makes it impractical or inadvisable to proceed with the Placing or First Admission.

Details of the Retail Offer

The Company values its retail Shareholder base and believes that it is appropriate to provide its existing retail Shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Issue Price.

The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/9Y7561/authorised-intermediaries. Cenkos will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail Shareholders can contact their broker or wealth manager ("intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the Bookbuild Platform, have an active trading account with the Retail Offer Coordinator and have been approved by the Retail Offer Coordinator as an intermediary in respect of the Retail Offer, and agree to the final terms and terms and conditions of the Retail Offer, which regulate the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at 4.35 p.m. on 30 August 2023 on the following website: https://www.bookbuild.live/deals/9Y7561/authorised-intermediaries. The Retail Offer is expected to close at 4.30 p.m. on 5 September 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who are, Shareholders. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a Shareholder on the Record Date (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their Ordinary Shares directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to Ordinary Shares are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time). The aggregate total consideration for the Retail Offer will not exceed €8 million (or the equivalent in pounds sterling) and therefore the exemption from the requirement to publish a prospectus, set out in section 86(1) FSMA, will apply.

A separate announcement will be made by the Company regarding the Retail Offer and its terms.

Conditional on the Placing being completed and First Admission taking effect, up to 100,000,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.5 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares).

Directors' Subscription

Certain Directors have subscribed for an aggregate of 23,000,000 Subscription Shares at the Issue Price. Details of the Subscription Shares for which those Directors have subscribed, conditional on First Admission, are displayed below:

* The number of Existing Ordinary Shares presented in this table as being held or subscribed for by those Directors listed refers to the number of Existing Ordinary Shares held or subscribed for by them either personally or through a nominee.

Convertible Loan Notes

Hargreave Hale AIM VCT plc has agreed to subscribe for £300,000, Octopus AIM VCT plc for £180,000 and Octopus AIM VCT 2 plc for £120,000 of 10 per cent. convertible loan notes. The terms of the Convertible Loan Notes are that they are repayable after 5 years and carry an interest rate of 10 per cent. per annum which will be rolled up. The principal and rolled up interest are convertible into ordinary shares of the Company at the repayment date at the noteholders option. In addition the Company can convert the principal and accrued interest into ordinary shares of the Company on a fundraise raising the greater of £2 million or sufficient funds to get the Company to break even. The Convertible Loan Notes convert into ordinary shares of the Company at a price of the lower of (1) 0.5p, (2) the issue price for an ordinary share on a fundraise or (3) a 25 per cent. discount on the offer price per ordinary share on a change of control. Such conversion price can never be lower than the nominal value of the ordinary shares.

6.      EIS/VCT Schemes

Although the Directors believe that the EIS/VCT Placing Shares to be issued pursuant to the Placing will be 'eligible shares' and will be capable of being a qualifying holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company nor Cenkos, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/ VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

7.      Admission, Settlement, Dealings and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the Fundraising Shares to trading on AIM ("First Admission").  First Admission is expected to occur at 8.00 a.m. on 19 September 2023 (or such later times(s) and/or date(s) as Cenkos and the Company may agree).

The New Consolidated Ordinary Shares will, when issued, be credited as fully paid up and will have the same rights as the Existing Ordinary Shares including, voting, dividend, return of capital and other rights, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application will be made to the London Stock Exchange for admission of the New Consolidated Ordinary Shares to trading on AIM ("Second Admission"). Second Admission will occur after the Consolidation is effective and is expected to occur at 8.00 a.m. on 20 September 2023 (or such later times(s) and/or date(s) as Cenkos and the Company may agree).

Following Second Admission, the total number of New Consolidated Ordinary Shares in issue (assuming full take up of the Retail Offer) is expected to be 19,597,251 with each New Consolidated Ordinary Share carrying the right to one vote. There are, and following Second Admission will be, no New Consolidated Ordinary Shares held in treasury and therefore the total number of voting rights in the Company is expected to be 19,597,251. The above figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure, Guidance and Transparency Rules.

Following the Consolidation, the Company's new ISIN Code will be GB00BMV2DB09 and its new SEDOL will be BMV2DB0.

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts at close of business on the Record Date and their CREST accounts will be credited with the New Consolidated Ordinary Shares following Second Admission, which is expected to take place on 20 September 2023.

Following the Consolidation, existing share certificates will cease to be valid and new share certificates are expected to be despatched to those Shareholders who hold their Existing Ordinary Shares in certificated form by 4 October 2023.

8.      Resulting Share Capital

If approved by Shareholders, the issued share capital of the Company immediately following the Consolidation is expected to comprise 19,597,251 New Consolidated Ordinary Shares (assuming that (i) the Placing Shares, Retail Offer Shares (if fully subscribed) and Subscription Shares are allotted and issued; and (ii) no other Ordinary Shares are allotted and issued by the Company between the date of the Circular and the General Meeting and excluding the issue of any Ordinary Shares in connection with the Consolidation as described above).

9.      General Meeting

Set out at the end of the Circular is a notice convening a general meeting of the Company to be held at Gracechurch Group, 4th Floor, 48 Gracechurch St, London, EC3V 0EJ at 11.00 a.m. on 18 September 2023. The Notice of General Meeting sets out the proposed Resolutions upon which Shareholders will be asked to vote. The Resolutions are ordinary resolutions to issue and allot the Fundraising Shares and the Convertible Loan Notes pursuant to the Fundraising, to approve the Share Option Plan and to consolidate 50 Existing Ordinary Shares into 1 New Consolidated Ordinary Share and a special resolution to disapply pre-emption rights for the issue of Fundraising Shares and the issue of the Convertible Loan Notes pursuant to the Fundraising.  The ordinary resolutions will require a majority of those Shareholders present in person or by proxy and the special resolution will require a majority of 75 per cent. of those Shareholders voting to vote in favour in order to be passed. 

Action to be taken in respect of the General Meeting

A copy of the Circular will be published on the Company's website and posted to those Shareholders that have elected to receive communications in hard copy. Those Shareholders will find accompanying the Circular a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in any event not later than 48 hours before the time of the General Meeting. Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the General Meeting should he/she/it so wish.  Alternatively, Shareholders may appoint a proxy via Signal Shares or via CREST and should see the notes to the Notice of General Meeting at the end of the Circular for further guidance.

10.   Recommendation

The Directors believe the Transaction to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions required to implement them, as they intend to do in respect of their beneficial shareholdings amounting to 2.23 per cent. of the Existing Ordinary Shares.

Definitions

The following definitions apply throughout this Announcement, unless the context requires otherwise or unless it is otherwise specifically provided:

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ROSSLYN DATA TECHNOLOGIES PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

THE COMPANY'S BROKERS, CENKOS SECURITIES PLC, WHO ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE PROPOSALS SET OUT IN THIS ANNOUNCEMENT. CENKOS DOES NOT HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.

ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cenkos or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Cenkos to inform themselves about and to observe any such restrictions.

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

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

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

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

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

The Company proposes to raise capital by way of, inter alia, a Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

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

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

2              in the case of a Relevant Person in a Relevant State who acquires any Placing Shares pursuant to the Placing:

(a)          it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;

(b)          in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:

(i)            the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cenkos has been given to the offer or resale; or

(ii)           where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3              in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)          it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation;

(b)          in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:

(i)            the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cenkos has been given to the offer or resale; or

(ii)           where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

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

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

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

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Publicly Available Information and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, Cenkos or any other person and none of the Company, Cenkos or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placees should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cenkos has today entered into a Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cenkos, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the issue price of 0.5 pence per Placing Share.

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

Application for admission to trading

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

It is expected that First Admission will take place no later than 8.00 a.m. on 19 September 2023 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1              Cenkos is acting as broker to the Company in respect of the Placing, as agent for and on behalf of the Company. Cenkos is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to each of Cenkos' customers or for providing advice in relation to the matters described in this Announcement. 

2              Participation in the Placing will only be available to persons who may lawfully be and are invited by Cenkos to participate. Cenkos and any of its affiliates are entitled to participate in the Placing as principal.

3              The price per Placing Share is 0.5 pence and is payable to Cenkos as agent of the Company by all Placees.

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

5              Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by Cenkos. The terms of this Appendix will be deemed incorporated in that form of confirmation.

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

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

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

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

10           To the fullest extent permissible by law and applicable FCA rules, none of (a) Cenkos, (b) any of its affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Cenkos as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cenkos), (d) any person acting on behalf of Cenkos, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, Cenkos nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct in relation to the Placing or of such alternative method of effecting the Placing as Cenkos and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by Cenkos, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cenkos.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cenkos in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cenkos.

Settlement of transactions in the Placing Shares (ISIN: GB00BKX5CP01) following First Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 19 September 2023 unless otherwise notified by Cenkos and First Admission is expected to occur no later than 8.00 a.m. on 19 September 2023 unless otherwise notified by Cenkos. The deadline for Placees to input instructions into CREST is 10.00 a.m. on 19 September 2023. First Admission and settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, 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 Cenkos may agree that the Placing Shares should be issued in certificated form. Cenkos reserves the right to require settlement of the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by Cenkos.

Each Placee agrees that if it does not comply with these obligations, Cenkos may sell, charge by way of security (to any funder of Cenkos) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for Cenkos' own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Cenkos as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of 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, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

Cenkos' obligations under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

1              First Admission taking place not later than 8.00 a.m. on 19 September 2023 or such later date as is agreed in writing between the Company and Cenkos, but in any event not later than the Long Stop Date;

2              the Hargreave Hale AIM VCT plc Subscription Letter, the Octopus AIM VCT plc Subscription Letter and the Octopus AIM VCT 2 plc Subscription Letter each having been duly entered into by the parties thereto;

3              the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to First Admission;

4              there not occurring, in Cenkos' opinion (acting in good faith), a Material Adverse Change;

5              the General Meeting having taken place, no adjournment of the General Meeting having occurred without the prior written consent of Cenkos and the Resolutions having been passed at the General Meeting by the requisite majority without amendment;

6              satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement,

(all conditions to the obligations of Cenkos included in the Placing Agreement being together, the "conditions").

For the avoidance of doubt, the Placing is not conditional on the Retail Offer (or any take up of the Retail Offer Shares) or the Subscription.

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

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

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

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

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

Termination of the Placing

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

1              any of the warranties in the Placing Agreement were, when given, untrue, inaccurate, or misleading; or

2              the Company fails or is unable to comply with its obligations under the Placing Agreement; or

3              any statement contained in the Placing Documents (as defined in the Placing Agreement) has become or been discovered to be untrue, inaccurate or misleading or there has been a material omission therefrom; or

4              a matter, fact, circumstance or event has arisen such that in the opinion of Cenkos (acting in good faith) a supplementary circular and/or supplementary press announcement is required to be published or released; or

5              a Material Adverse Change has occurred.

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

By participating in the Placing, each Placee agrees with the Company and Cenkos that the exercise by the Company or Cenkos of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company and / or Cenkos and that neither the Company nor Cenkos need make any reference to such Placee and that none of the Company, Cenkos nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.  

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

Restrictions on issues of shares and other securities by the Company

The Company has undertaken to Cenkos that, during the period ending on the later of (i) 180 days after the date of First Admission, and (ii) publication of the audited results of the Company for financial period ending 30 April 2023, it will not without the prior consent of Cenkos allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share or any instrument or security convertible into a share in the capital of the Company (save for the allotment and issue of new Ordinary Shares in the capital of the Company pursuant to the Placing and the separate Subscription and Retail Offer being made by the Company or the issue of shares or the grant and exercise of options pursuant to the option schemes, agreements and arrangements disclosed in the Circular).

By participating in the Placing, each Placee agrees that the exercise by Cenkos of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to these restrictions under the Placing Agreement shall be within the absolute discretion of Cenkos and that it need not make any reference to, or consult with, any Placee and that it shall have no liability to any Placee whatsoever in connection with any such exercise of the power to grant consent.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where Cenkos expressly agrees in writing to the contrary) that:

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

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

3              the Ordinary Shares in the capital of the Company are admitted to trading on AIM, and that, in addition to complying with its obligations pursuant to MAR, the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4              it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of Cenkos, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested any of Cenkos, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5              neither Cenkos nor any person acting on its behalf or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available 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;

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

7              neither the Company, Cenkos nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

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

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

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

11           the Placing is conditional on each of the Hargreave Hale AIM VCT plc Subscription Letter, the Octopus AIM VCT plc Subscription Letter and the Octopus AIM VCT 2 plc Subscription Letter having been duly entered into by the parties thereto, but is not conditional on the Retail Offer (or any take up of the Retail Offer Shares) or the Subscription;

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

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

(a)          is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)          has fully observed such laws and regulations;

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

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

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

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

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

17           it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

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 or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

19           neither Cenkos, nor its affiliates, agents, directors, officers or employees nor 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 a client of Cenkos and that Cenkos does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

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

22           the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither the Company nor Cenkos will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Cenkos in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to the CREST stock account of Cenkos or transferred to the CREST stock account of Cenkos, whereupon Cenkos will hold them as a nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

23           it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Cenkos 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);

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

25           it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA prior to the expiry of a period of six months from First Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

26           if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) a "Qualified Investor" being a person falling within Article 2(e) of the UK Prospectus Regulation. If it is within a member state of the EEA, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

27           it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this Announcement is not being issued by Cenkos as an authorised person under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;

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

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

30           it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

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

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

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

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

35           it is aware of the obligations (i) regarding insider dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations; and (ii) otherwise arising under the Regulations;

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

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

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

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

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

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

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

43           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 Cenkos;

44           the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

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

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cenkos and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Company, Cenkos or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither of the Company nor Cenkos shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Cenkos accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cenkos in the event that either the Company and/or Cenkos has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Cenkos for itself and on behalf of the Company and are irrevocable.

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

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

When a Placee or any person acting on behalf of the Placee is dealing with Cenkos, any money held in an account with Cenkos on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from Cenkos' money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

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

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 to future performance, and persons needing advice should consult an independent financial adviser.

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

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