THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (596/2014/EU) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").  In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this announcement.  Upon the publication of this announcement, such information will no longer constitute inside information. 

27 November 2023

Saietta Group plc

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

Proposed Placing, Subscription and Broker Option to raise a minimum of £6.4 million

Saietta Group plc (AIM: SED), the multi-national business which designs, engineers and manufactures complete electric drivetrain (eDrive) solutions for electric vehicles, is pleased to announce its intention to raise a minimum of £5.2 million by way of a placing (the "Placing"), and approximately £1.2 million via a subscription (the "Subscription") (together, the "Fundraising"), both at an issue price of 17 pence per share (the "Issue Price"). The Company has also issued a Broker Option to Canaccord Genuity Limited ("Canaccord Genuity"), pursuant to which up to an additional £1.0 million can be raised at the Issue Price until 4.45 p.m. on 12 December 2023.

The Fundraising is being conducted in two tranches. Approximately £1.7 million is proposed to be raised via the Firm Fundraising (comprising the Firm Placing and the Firm Subscription), which will utilise the Company's existing authorities to allot shares and disapply the pre-emption rights granted at its recent Annual General Meeting. A minimum of £4.7 million is proposed to be raised via the Conditional Fundraising (comprising the Conditional Placing, the Conditional Subscription and, to the extent it is exercised, the Broker Option), which will be subject, amongst other things, to the approval of Shareholders at a general meeting to be convened by the Company.

Highlights:

·      Intention to raise a minimum of £6.4 million (before expenses) through a Placing, a Subscription and a Broker Option, in each case at a price of 17 pence per share.

·      The Fundraising is expected to satisfy the Company's working capital requirements through to the end of March 2024, by which time the Company is expecting to have announced a number of major commercial developments, described more fully below.

·      Net proceeds from the Fundraising will be used as follows:

o  £3.5 million - General working capital  

o  £1.0 million - Saietta VNA, to be used for:

§ Working capital; and

§ Capital expenditure

o  £1.5 million - Repayment of overdue creditors

·      The Issue Price represents a discount of approximately 17 per cent. to the closing mid-market price of the Company's Ordinary Shares on Friday 24 November 2023, being the latest practicable date before this Announcement.

·      The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuild"), to commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.

·      In addition, the Company has granted a Broker Option to Canaccord Genuity which will be available until 4:45 p.m. on 12 December 2023 and is subject to the terms and conditions set out in Appendix II to this Announcement.

·      The Conditional Fundraising is subject, amongst other things, to shareholder approval being obtained at a general meeting of the Company (the "General Meeting") expected to be held on 15 December 2023 in order to allow the issue of the Conditional Fundraising Shares on a non-pre-emptive basis. 

·      A further announcement will be made in the coming days on the publication of a shareholder circular, which will contain further details of the Fundraising and the Notice of General Meeting (the "Circular").

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Fundraising in Appendix II to this Announcement. Further information relating to the Fundraising and use of proceeds is set out below.

By choosing to participate in the Fundraising and by making an oral and legally binding offer to acquire New Ordinary Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Fundraising contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II.

Capitalised terms not otherwise defined in the text of this Announcement have the meaning given to them in the section headed "Definitions" in Appendix III below.

Director Participation

David Woolley, David Wilkinson, Emmanuel Clair and Devyani Vaishampayan, each a Director of the Company, have indicated they would be willing to participate in the Firm Subscription at the Issue Price to an aggregate value of approximately £350,000. A further announcement will be made in due course once such dealings have occurred.

Tony Gott, Executive Chairman of Saietta, commented:

"We are pleased to announce that we had support in this fundraising from across our investor base including Saietta board members, the founder of our JV partner in India, all of our largest existing institutional investors, new institutional investors  and a number of our pre-IPO retail investors who have supported us for many years.

We suspect these investors all see what the Saietta Board sees - that we now have proven market demand for both of our families of eDrives from a mainstream lightweight vehicle manufacturer in our key target launch market of India, the factory is in place in Delhi and is manufacturing AFT eDrives and the supply chain is up and running.

There's a lot of work left to do to ramp up production in India and the UK but as a Board, we fervently believe that we have the right products with proven market pull, at the right time with the right people to drive this through. We look forward to seeing the first light commercial vehicles powered by Saietta on the roads in India in the first half of 2024 to help clean up the air in Indian megacities."

For any further enquiries, please contact:

Expected timetable of events

Notes:

1.        The Company reserves the right to alter the dates and times referred to above. If any of the dates and times referred to above are altered by the Company, the revised dates and times will be announced through a Regulatory Information Service without delay. 

2.        All references to time in this expected timetable of events are to London time, unless otherwise stated.

Background to and reasons for the Fundraising

The Company is undertaking a Fundraising of a minimum of 37,647,059 new Ordinary Shares in aggregate, to raise funds to provide further working capital and to generate the financial resources required to fully capitalise on sales contracts in its pipeline.

History

Saietta set out with the objective of using the Axial Flux Technology motor to deliver class-leading efficiency for electric vehicle drivetrains. The Company was seeking to solve the EV motor efficiency paradox, in which high efficiency motors are expensive, and lower efficiency motors require more batteries which increases vehicle weight and increases cost. The Directors have long believed that the Company's innovative technology has the potential to solve the efficiency paradox, providing a high efficiency, low maintenance, modular motor, that can be sold at a price that is competitive with low efficiency solutions.

On initial admission to trading on AIM in July 2021, Saietta was largely a product development company, with a considerable Research and Development spend, and annual revenues of less than £1 million. Since then, the Company has been working to realise the potential of its technology, developing prototypes into real commercially attractive products.

During the period since initial admission to trading on AIM, the Company has evolved from a supplier solely of electric motors to a supplier of full eDrive systems, having developed power electronics, transmissions, inverters and Vehicle Control Units ("VCUs") that can be sold incorporating their motors. The Company has developed a complementary Radial Flux Technology motor for use in certain lighter-weight vehicles, completed prototyping and testing on both product lines, established a manufacturing facility in Sunderland, entered into a joint venture for supply of products to the Indian market which in turn has built a high-volume production facility in Delhi.

The Company has also, through partnership with leading vehicle OEMs, engineered bespoke solutions for prospective customers and commenced testing in situ to demonstrate the performance benefits of its products.

As a result of this work, the Company is now demonstrably at the point of commercialisation. The Directors believe that the investment in design, engineering and product development, coupled with the intellectual property that protects the Company's market-leading technology, has created a business that is very well placed to capture the opportunity in the high-growth global EV market.

Commercialisation

As announced on 19 October 2023, the Company has now narrowed its focus onto high-volume opportunities with established OEMs in India and the wider Asian region. Since 26 September 2023, the Company has announced that it has been confirmed as the eDrive supplier for two product lines with the same global OEM customer. The Directors believe that these two product lines have the potential to generate over £150 million of revenue for Saietta VNA, the Company's 49 per cent. owned joint venture, over the period to 31 March 2028. The Company is also in advanced discussions on eDrive supply agreements for other product lines with the same OEM, and on the supply of eDrives to another major OEM customer. Further information on the Company's near-term commercial pipeline is set out in a separate paragraph further below.

The Board believes that the increased scale of commercial opportunities from the current sales pipeline presents a unique opportunity for the Company. Whilst the Company has invested heavily in manufacturing capacity in recent years, additional funding will be required to deliver the scale of orders expected by Saietta VNA and Saietta Group in the coming months and years.

Working Capital

On 19 October 2023, the Company announced that it had sufficient working capital into December 2023. Funding is therefore required in the immediate term to provide general working capital for the Company beyond this period.

Given the Company's constrained working capital position, and the Company's narrowed focus on commercialisation and margin, the Directors have taken and are taking various actions to optimise the cost base and improve cash management. Those actions include, but are not limited to, (i) all supplier purchase orders now requiring CEO authority, (ii) a planned re-structuring of the teams at the Saietta sites in Sunderland and Silverstone, (iii) the introduction of a dedicated "continuous product cost down" team, and (iv) the further implementation of the Microsoft Business Central ERP system.

In recent months the Company has also built up a balance of overdue creditors, to help protect its cash position. As described further below, the proceeds of the Fundraising will be used, in part, to pay-down the balance of creditors.

Near-term commercial opportunities and corporate objectives

The Directors believe there are a number of material near-term commercial opportunities for the Company and for Saietta VNA, the Company's joint venture in India. The Directors' confidence in each of these opportunities is derived from advanced conversations that are ongoing with the respective counterparty.

Set out below is the pipeline of material near-term contract opportunities, the status of each, and the Company's milestone targets for March 2024.

Saietta VNA Joint Venture

-            Supply of AFT eDrive for initial OEM customer (3-wheel vehicle)

Indicative revenue for Saietta VNA to 31 March 2028: £85 million

Forecast contract commencement date: November 2023 (pilot production commenced)

Status: Purchase order received for pilot production as announced 27 September 2023

-            Supply of RFT eDrive for initial OEM customer (3-wheel vehicle)

Indicative revenue for Saietta VNA to 31 March 2028: £71 million

Forecast contract commencement date: March 2024 (pilot production commences)

Status: Purchase order received for pilot production as announced 13 November 2023

-            Supply of RFT eDrive for separate OEM customer (2-wheel vehicle)

Indicative revenue for Saietta VNA to 31 March 2028: £92 million

Forecast contract commencement date: January 2025

Target milestone by March 2024: Proof of concept letter from customer

-            Supply of AFT eDrive for initial OEM customer (4-wheel vehicle)

Indicative revenue for Saietta VNA to 31 March 2028: £60 million

Forecast contract commencement date: March 2024

Target milestone by March 2024: Initial purchase order from customer

Saietta Group plc

-            Contract manufacturing of Electrical Steering Pump

Indicative Group revenue to 31 March 2028: £58 million

Forecast contract commencement date: August 2024

Target milestone by March 2024: Letter of Intent from customer

The Company has also established the following additional objectives, for completion by 31 March 2024:

-     Complete the cost rationalisation and Company re-structure exercise;

-     Recruit a new full-time Group Chief Financial Officer; and

-     Materially progress the monetisation of intellectual property held over the Group's marine products.

Use of proceeds and working capital requirements

The Directors intend that the net proceeds from the Fundraising will be used for the following purposes:

·      £3.5 million - General working capital

·      £1.0 million - Saietta VNA to be used for:

o  Working capital; and

o  Capital expenditure

·      £1.5 million - Repayment of overdue creditors

The Directors believe that the minimum anticipated net proceeds of the Fundraising of £6.0 million are sufficient to satisfy the Company's working capital requirements through to the end of March 2024. Any additional proceeds receivable from the Bookbuild will be used to provide additional working capital to the Group and to strengthen the Company's joint venture operations in India, where the majority of near term contract wins are expected to be generated from. Proceeds from the Broker Option (if exercised) would likely be applied in a similar manner.

The Directors had forecast that the Company would require funding of at least £11 million in order that the Company would not require further funds in the foreseeable future. The Directors believe that the Company's cash low point will be in November 2024, beyond which time the Company is expected to be cash generative.

Unless there are significant additional proceeds receivable from the Bookbuild and the Broker Option, the Company expects to have an additional capital requirement in H1 2024. However, as described above, the Directors believe that by this time the Company will have secured further contracts with major customers and will be in a stronger position to raise further funds, with clear visibility over its near-term, de-risked commercial pipeline. The Company will explore all available options at this time in order to secure funding on the most favourable terms. The Company is already in initial discussions with new commercial / strategic customers that could provide an element of financing and other options that will be explored may include investment or other financial support from one of its existing OEM relationships, debt financing, or a further equity fundraise.

Forecast financial information

The Company is forecasting the below key financial information. The conditions and assumptions that support these forecasts are set out in Appendix I to this Announcement.

Group Revenue and EBITDA forecasts

The below forecasts are the Board's estimates only, using internal assumptions; not independently verified or reported on. The majority of forecast revenues remain uncontracted and actual results will differ. Appendix I to this announcement provides the basis for compilation of forecasts and the principal assumptions used.

*Including Share of Associate profits related to earnings generated in Saietta VNA

Forecast Group EBITDA breakdown

*Including Share of Associate profits related to earnings generated in Saietta VNA

Saietta VNA Revenue & EBITDA forecast

The below forecast relates to the Company's 49 per cent. owned joint venture, Saietta VNA. This forecast has been prepared by Saietta VNA and reviewed by Saietta Group PLC management.  Revenue and EBITDA forecasts are based on expected but largely uncontracted sales volumes. Accordingly, actual results will differ.

Current Trading

On 19 October 2023, the Company announced its audited financial results for the year ended 31 March 2023, showing revenue and other income from continuing operations of £5.1 million (2022: £4.3 million), an adjusted EBITDA loss of £14.0 million (2022: £4.4 million loss) and a loss before tax of £28.3 million (2022: £11.1 million). Net assets of the Group as at 31 March 2023 were £29.2 million (31 March 2022: £32.8 million) and the Company's cash position was £7.2 million (31 March 2022: £18.4 million).

For full details please see the Company's results announcement for the year ended 31 March 2023 released on 19 October 2023.

The Company intends to announce its unaudited financial results for the six months to 30 September 2023 in late December 2023. Since 30 September 2023, whilst carefully managing its cash and creditor balances, the Company has continued to selectively invest in its product and manufacturing capabilities to ensure that Company can address its commercial opportunities and growing sales pipeline as further described above.

The Company had a cash balance of approximately £700,000 as at the end of October 2023. Notably, the Company has been producing eDrives for AYRO Inc, its initial US customer, since August 2022, and a payment of approximately £386,000 for scheduled product deliveries has recently been received.

As at the date of this Announcement, the Directors are accordingly confident of the Company meeting its revenue and EBITDA expectations for the financial year ending 31 March 2024, as described above.

Management Update

On 6 October 2023, the Company announced that Steve Harrison, Chief Financial Officer, had given notice of his intention to resign as an officer and Director of the Company, remaining in his role for a period of time to ensure a smooth transaction of responsibilities to his replacement.

Following the announcement on 19 October 2023, which stated that David Wilkinson, the Non-Executive Deputy Chairman of the Company and Chair of the Audit Committee, had been appointed as Interim Chief Financial Officer, the terms of Steve Harrison's departure from the Company have now been agreed. Mr Harrison will cease to work in his current role with the Company from 30 November 2023 and will formally resign as a statutory Director of the Company on 1 December 2023.

The Board continues its search for a permanent Chief Financial Officer and will make an announcement in due course once an appointment has been made.

Terms of the Fundraising

The Company is undertaking a Fundraising of a minimum of 37,647,059 new Ordinary Shares, in aggregate, at the Issue Price to raise funds to provide further working capital and to generate the financial resources required to capitalise on the anticipated sales contracts in its pipeline.

The Placing

The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement. In addition, the Company has granted a Broker Option to Canaccord Genuity to place up to 8,823,529 new Ordinary Shares at the Issue Price if there is additional demand.

The net proceeds from the Broker Option (if exercised) would provide additional working capital beyond March 2024.

Saietta has today entered into a placing agreement with Canaccord Genuity to act as the sole bookrunner in relation to the Placing and the Broker Option.

The Bookbuild will open with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Company and Canaccord Genuity. Canaccord Genuity reserves the right to issue and sell a greater or lesser number of shares through the Placing and to close the Bookbuild without further notice. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Company and Canaccord Genuity at the close of the Bookbuild and the results of the Placing will be announced as soon as practicable thereafter.

The Placing is being conducted in two tranches. The Firm Placing will utilise the Company's existing authorities to allot shares and for the disapplication of pre-emption rights granted at the Annual General Meeting held on 27 September 2023, whilst the Conditional Placing will be subject to the approval of Shareholders to allot the Conditional Placing Shares and to disapply pre-emption rights in respect of such allotment at the General Meeting. No element of the Placing is underwritten.

The Firm Placing is anticipated to raise a total of approximately £1.4 million (before expenses). The Firm Placing is conditional upon, inter alia, First Admission becoming effective at 8.00 a.m. on 1 December 2023 (or such later date as the Company and Canaccord Genuity may agree, being not later than 8.00 a.m. on 29 December 2023). The Firm Placing is not conditional on completion of the Conditional Fundraising occurring so there is a possibility that the Firm Placing may complete and the Firm Placing Shares are issued but that the Conditional Fundraising does not complete.

The Conditional Placing is anticipated to raise a minimum of approximately £3.8 million (before expenses). In addition to the passing of the Fundraising Resolution at the General Meeting, the Conditional Placing is conditional upon, inter alia, First Admission becoming effective. In addition, the Conditional Placing is conditional, inter alia, on Second Admission becoming effective at 8.00 a.m. on 19 December 2023 (or such later date as the Company and Canaccord Genuity may agree, being not later than 8.00 a.m. on 29 December 2023).

The Company has today entered into the Placing Agreement with Canaccord Genuity pursuant to which Canaccord Genuity has agreed, as agent of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains customary indemnities and warranties from the Company in favour of Canaccord Genuity together with provisions which enable Canaccord Genuity to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect.

The Subscription

Under the Subscription, the Company anticipates raising approximately £1.175 million (before expenses) by way of the subscription of 6,911,765 new Ordinary Shares at the Issue Price.

The Subscription is being conducted in two tranches. The Firm Subscription will utilise the Company's existing authorities to allot shares and for the disapplication of pre-emption rights granted at the Annual General Meeting held on 27 September 2023, whilst the Conditional Subscription will be subject to the approval of Shareholders to allot the Conditional Subscription Shares and to disapply pre-emption rights in respect of such allotment at the General Meeting. No element of the Subscription is underwritten.

The Firm Subscription is anticipated to raise a total of approximately £0.35 million (before expenses). The Firm Subscription is conditional upon, inter alia, First Admission becoming effective at 8.00 a.m. on 1 December 2023 (or such later date as the Company and Canaccord Genuity may agree, being not later than 8.00 a.m. on 29 December 2023). The Firm Subscription is not conditional on completion of the Conditional Fundraising occurring so there is a possibility that the Firm Subscription may complete and the Firm Subscription Shares are issued but that the Conditional Fundraising does not complete.

Each of the following Directors, namely David Woolley, David Wilkinson, Emmanuel Clair and Devyani Vaishampayan are intending to enter into Subscription Letters with the Company to participate in the Firm Subscription and subscribe for, in aggregate, 2,058,824 Firm Subscription Shares at the Issue Price. The Firm Subscription is being satisfied exclusively by Directors of the Company.

The Conditional Subscription is anticipated to raise a total of approximately £0.83 million (before expenses). In addition to the passing of the Fundraising Resolution at the General Meeting, the Conditional Subscription is conditional upon, inter alia, First Admission becoming effective. In addition, the Conditional Subscription is conditional, inter alia, on Second Admission becoming effective at 8.00 a.m. on 19 December 2023 (or such later date as the Company and Canaccord Genuity may agree, being not later than 8.00 a.m. on 29 December 2023).

The Company's joint venture partner, Padmini VNA, which owns 51% of Saietta VNA, is participating in the Conditional Subscription (the "Padmini Subscription"). Padmini has agreed to subscribe for a minimum of £500,000 in the Conditional Subscription, with the Company being able to elect to increase the Padmini Subscription to £1 million if the net proceeds of the Fundraising exceed £6.8 million.  As set out in the paragraph headed Use of Proceeds above, based on the net proceeds of the Fundraising being £6 million, approximately £1 million will be allocated as shareholder funding into Saietta VNA.  Should the net proceeds of the Fundraising allow it, and the Company elects to take the maximum commitment under the Padmini Subscription, the Board intends to allocate a further £1 million of proceeds to Saietta VNA by the end of March 2024. These funding commitments are consistent with the Company's working capital forecasts and the Company will still have sufficient working capital following the Fundraising until at least the end of March 2024.

The Broker Option

The Company has granted a Broker Option to Canaccord Genuity pursuant to the Placing Agreement in order to enable Canaccord Genuity to deal with any additional demand in the event that requests to participate in the Fundraising are received during the period from the date of the publication of the announcement confirming the close of the Bookbuild until 4.45 p.m. on 12 December 2023 from Relevant Persons (as defined in Appendix II to this Announcement). The primary purpose of the Broker Option is to deal with demand from those investors who did not participate in the Placing. The Broker Option is exercisable by Canaccord Genuity any number of times up to 4.45 p.m. on 12 December 2023.

Any Broker Option Shares issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Shares, which are set out in Appendix II to this Announcement, and will comprise up to 8,823,529 new Ordinary Shares.

The Broker Option may be exercised by Canaccord Genuity in its absolute discretion, but there is no obligation on Canaccord Genuity to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares from investors pursuant to the Broker Option.

Admission

Application will be made to London Stock Exchange for admission to trading of the Firm Fundraising Shares on AIM. It is expected that settlement of any such shares and First Admission will take place no later than 8.00 a.m. on 1 December 2023 and that dealings in the Firm Fundraising Shares on AIM will commence at that time.

Subject to the passing of the Fundraising Resolution at the General Meeting, application will be made to London Stock Exchange for admission to trading of the Conditional Fundraising Shares on AIM. It is expected that settlement of any such shares and Second Admission will take place no later than 8.00 a.m. on 19 December 2023 and that dealings in the Conditional Fundraising Shares will commence at that time.

IMPORTANT INFORMATION

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

NOTICE TO OVERSEAS PERSONS

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

FORWARD-LOOKING STATEMENTS AND FORECASTS

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, none of Canaccord Genuity, the Company, nor their respective directors undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

In addition, this Announcement contains forecast revenues, EBITDA, Share of Associate profit, licence fees and cash flows for the Group for the five financial years ended 31 March 2028 (the "Group Forecasts"). Appendix I to this Announcement sets out the basis of preparation of the Group Forecasts and the key assumptions made by the Directors in preparing such forecasts. Recipients of this Announcement should carefully read Appendix I to this Announcement and should note that the Group Forecasts are based on expected but largely uncontracted sales volumes and, accordingly, actual results may differ.

GENERAL

Canaccord Genuity, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing. Canaccord Genuity will not be responsible to any person other than the Company for providing the protections afforded to clients of Canaccord Genuity or for providing advice to any other person in connection with the Placing. Canaccord Genuity is not making any representation or warranty, express or implied, as to the contents of this Announcement. Canaccord Genuity has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Canaccord Genuity for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

INTERPRETATION

Certain terms used in this Announcement are defined under the heading "Definitions" in Appendix III to this Announcement.

All times referred to in this Announcement are, unless otherwise stated, references to London time.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender and vice versa.

Appendix I

FORECASTS

FORECAST ASSUMPTIONS AND BASIS OF PREPARATION

In this Announcement, the Directors forecast revenues, EBITDA, Share of Associate profit, licence fees and cash-flow for the Group for the financial years ending 31 March 2024, 2025, 2026, 2027 and 2028 (the "Group Forecasts").

The Directors have considered the Group Forecasts, which have been made after due and careful enquiry, and confirm that they remain valid as at the date of this Announcement and that they been properly compiled on the basis of the assumptions and accounting policies set out below.

Basis of preparation

The Group Forecasts have been prepared on a basis consistent with the accounting policies of the Company, which is in accordance with IFRS and are the accounting policies that the Company will apply in preparing its financial statements during the forecast period.

Key Assumptions

* Volume minimums provided by potential customers are subject to change and are not contractually binding

** Management target volumes to FY27/28 are subject to change

*** 3-year volume target to FY27/28

The Directors have also made the following principal assumptions in relation to the operations of the Company:

·      the Company maintains sufficient working capital to remain operational during the forecast period. More detail on the Company's working capital requirements is set out in the 'Use of proceeds and working capital requirements' section of this Announcement;

·      sale prices remain at current levels, but could be subject to inflation; and

·      no proceeds are received from the monetisation of the Group's Propel unit.

The Directors have also made the following principal assumptions which are outside the Company's influence or control:

·      there would be no material changes to prevailing macroeconomic or political conditions in the markets and regions in which the Company operates;

·      there would be no material change to the competitive environment in the Company's target markets and regions that would materially affect expected demand for the Company's products;

·      the interest, inflation and foreign exchange rates in the markets and regions in which the Group operates would remain materially unchanged from the prevailing rates; and

·      there would be no material adverse events that would have a significant impact on Company's financial performance.

Appendix II

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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129/EU AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO: (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 IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN MEMBER STATES OF THE EEA WHO ARE NOT QUALIFIED INVESTORS AND PERSONS IN THE UNITED KINGDOM 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 PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SAIETTA GROUP PLC (THE "COMPANY").

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR 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. 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, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Canaccord Genuity Limited ("Canaccord Genuity") 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.

This Announcement is for information only and neither this Announcement nor any part of it constitutes or forms 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, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the 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 the Financial Services and Markets Act 2000 (the "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 South Africa 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 or the Republic of South Africa. 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 or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal 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 the Placing, Subscription and the Broker Option.

By participating in the Fundraising, each person who is invited to and who chooses to participate in the Fundraising by making an oral or written offer to subscribe for Placing Shares or Broker Option Shares (including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares or Broker Option Shares is given) (a "Placee"), will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares or Broker Option Shares in the Company in the Fundraising 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 (inter alia) that:

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

2.                in the case of any Placing Shares or Broker Option Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

2.1             the Placing Shares or Broker Option Shares acquired by it in the Fundraising 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 Canaccord Genuity has been given to the offer or resale; or

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

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

3.1             the Placing Shares or Broker Option Shares acquired by it in the Fundraising 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 Relevant Persons or in circumstances in which the prior consent of Canaccord Genuity has been given to the offer or resale; or

3.2             where Placing Shares or Broker Option Shares have been acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those Placing Shares or Broker Option 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 or Broker Option Shares for its own account or is acquiring the Placing Shares or Broker Option 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.                it (and any person on whose account it is acting) is outside the United States and acquiring the Placing Shares or Broker Option Shares in an "offshore transaction" 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 Financial Conduct Authority ("FCA") or London Stock Exchange plc in relation to the Fundraising or the New Ordinary Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies) by or on behalf of the Company on or prior to the date of this Announcement (the "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 Fundraising, 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 other information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, Canaccord Genuity or any other person and none of the Company, Canaccord Genuity 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 Fundraising.

No Placee should consider any information in this Announcement to be legal, financial, tax or business advice. Each Placee should consult its own legal advisor, tax advisor, financial advisor and business advisor for legal, tax, business and financial advice regarding an investment in the Placing Shares or Broker Option Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Canaccord Genuity has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Canaccord Genuity, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at 17 pence per Placing Share (the "Issue Price"). The timing of the closing of the book and allocations are at the discretion of the Company and Canaccord Genuity.

The New Ordinary Shares have been or will, when issued, be subject to the articles of association of the Company (the "Articles") and credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

The Firm Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a)  the Placing Agreement becoming unconditional in all respects (save for First Admission) and not having been terminated in accordance with its terms prior to First Admission; and

(b)  First Admission becoming effective on or before 8.00 am on 1 December 2023 or such later date as the Company and Canaccord Genuity may agree, being no later than 8.00 am on 29 December 2023.

The Conditional Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a)  the Placing Agreement becoming unconditional in all respects (save for Second Admission) and not having been terminated in accordance with its terms prior to Second Admission;

(b)  Shareholders passing the Fundraising Resolution to be set out in the Notice of General Meeting granting the directors authority to allot and issue relevant securities (including the Conditional Placing Shares); and

(c)  Second Admission becoming effective on or before 8.00 am on 19 December 2023 or such later date as the Company and Canaccord Genuity may agree, being no later than 8.00 am on 29 December 2023.

The Firm Placing Shares are being placed pursuant to existing authorities granted to the Directors while the Conditional Placing Shares are being placed conditional, inter alia, on the passing of the Fundraising Resolution at the General Meeting.

The Placing Shares will rank in full for all dividends with a record date on or after the date of admission to trading on AIM and otherwise equally with the Ordinary Shares in issue from that date.

Bookbuild

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

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

Applications for admission to trading

Application will be made to London Stock Exchange for admission to trading of the Firm Fundraising Shares on AIM ("First Admission"). It is expected that settlement of any such shares and First Admission will take place no later than 8.00 a.m. on 1 December 2023 and that dealings in the Firm Fundraising Shares on AIM will commence at that time.

Subject to the passing of the relevant resolution at the General Meeting, application will be made to London Stock Exchange for admission to trading of the Conditional Fundraising Shares on AIM ("Second Admission"). It is expected that settlement of any such shares and Second Admission will take place no later than 8.00 a.m. on 19 December 2023 and that dealings in the Conditional Fundraising Shares will commence at that time.

Details of the Broker Option

The Company has granted the Broker Option to Canaccord Genuity in order to enable Canaccord Genuity to deal with any additional demand under the Placing in the event that requests to participate in the Placing are received during the period from the publication the announcement confirming the close of the Bookbuild until 16:45 on 12 December 2023 from Relevant Persons. The primary purpose of the Broker Option is to facilitate demand from those Relevant Persons who were unable to participate in the Placing. The Broker Option is exercisable by Canaccord Genuity, at its absolute discretion, any number of times up to that time and date.

Relevant Persons who wish to register their interest in subscribing for Broker Option Shares should instruct their stockbroker or independent financial adviser to communicate their interest to Canaccord Genuity via e-mail at [email protected]. Each bid should state the number of Broker Option Shares that the investor wishes to acquire at the Issue Price.  Any investors allocated Broker Option Shares will be considered Placees, as defined in this Announcement.

To the extent the Broker Option is exercised, the Broker Option Shares will be issued on the same terms and conditions as the Placing Shares, which terms are set out in this Appendix. Orders from investors pursuant to the Broker Option to Canaccord Genuity will only be accepted from Relevant Persons.

The Broker Option may be exercised by Canaccord Genuity in its absolute discretion, but there is no obligation on Canaccord Genuity to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares pursuant to the Broker Option.

The maximum number of Broker Option Shares which may be issued pursuant to the exercise of the Broker Option is 8,823,529 new Ordinary Shares.

Principal terms of the Placing

1.                Canaccord Genuity is acting as placing agent and broker in connection with the Placing, as agent for and on behalf of the Company. Canaccord Genuity 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 the customers of Canaccord Genuity 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 Canaccord Genuity to participate. Canaccord Genuity and any of its respective affiliates are entitled to participate in the Placing as principal.

3.                The price per Placing Share is 17 pence and is payable to Canaccord Genuity as agent of the Company by all Placees. The number of Placing Shares to be issued will be agreed between Canaccord Genuity and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4.                Each prospective Placee's allocation is determined by Canaccord Genuity in its discretion following consultation with the Company and will be confirmed orally by Canaccord Genuity and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment by that person (who will at that point become a Placee), in favour of Canaccord Genuity 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 the Canaccord Genuity, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5.                Each Placee's allocation (including, if the Broker Option is exercised at that time, any Broker Option Shares) and commitment will be evidenced by a form of confirmation issued to such Placee by Canaccord Genuity. 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 Canaccord Genuity as agent for the Company, to pay to them (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.

7.                Canaccord Genuity may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Canaccord Genuity may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Canaccord Genuity) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

8.                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".

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

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

11.             To the fullest extent permissible by law and applicable FCA rules, none of (a) Canaccord Genuity, (b) any of its affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Canaccord Genuity as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Canaccord Genuity), (d) any person acting on behalf of Canaccord Genuity, 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, neither of the Canaccord Genuity nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Fundraising or of such alternative method of effecting the Fundraising as Canaccord Genuity and the Company may agree.

Registration and Settlement

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

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 Canaccord Genuity in accordance with either the standing CREST or certificated settlement instructions which they have in place with Canaccord Genuity.

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BNDM6X87) following First Admission and Second Admission will take place within the CREST system, subject to certain exceptions.

It is expected that settlement of the Firm Placing Shares through CREST will take place on 1 December 2023 unless otherwise notified by the Canaccord Genuity and First Admission is expected to occur no later than 8.00 a.m. on 1 December 2023 unless otherwise notified by Canaccord Genuity. It is expected that settlement of the Conditional Placing Shares and any Broker Option Shares through CREST will take place on 19 December 2023 unless otherwise notified by the Canaccord Genuity and Second Admission is expected to occur no later than 8.00 a.m. on 19 December 2023 unless otherwise notified by Canaccord Genuity.

Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the New Ordinary Shares to CREST or the use of CREST in relation to the Fundraising, the Company and Canaccord Genuity may agree that the New Ordinary Shares should be issued in certificated form. Canaccord Genuity reserves the right to require settlement of the New Ordinary Shares, and to deliver the New Ordinary Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not possible or 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 Sterling Overnight Index Average (SONIA) as determined by Canaccord Genuity.

Each Placee agrees that if it does not comply with these obligations, Canaccord Genuity may sell, charge by way of security (to any funder of Canaccord Genuity) or otherwise deal with any or all of their Placing Shares (or if exercised, any Broker Option Shares) on their behalf and retain from the proceeds, for either the Broker's own accounts 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 Canaccord Genuity 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 or similar taxes (together with any interest, fines or penalties relating thereto) which may arise upon the sale of their Placing Shares (or if exercised, any Broker Option 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. By communicating a bid for Placing Shares, each Placee confers on Canaccord Genuity all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Canaccord Genuity lawfully takes in pursuance of such sale.

If Placing Shares (or if exercised, any Broker Option 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 (or if exercised, any Broker Option 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 (or if exercised, any Broker Option Shares) should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or if exercised, any Broker Option Shares) (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares (or if exercised, any Broker Option Shares)), neither Canaccord Genuity nor the Company shall be responsible for the payment of such amounts. Placees will not be entitled to receive any fee or commission in connection with the Fundraising.

Conditions of the Placing and the Broker Option

The obligations of Canaccord Genuity under the Placing Agreement in respect of the Firm Placing are conditional upon, inter alia:

(a)        the Company allotting the Firm Placing Shares, prior to and conditional only on First Admission, in accordance with the terms of the Placing Agreement;

(b)        First Admission taking place not later than 8.00 a.m. on 1 December 2023 or such later date as is agreed in writing between the Company and Canaccord Genuity, but in any event not later than 8.00 a.m. 29 December 2023;

(c)        the Company complying in all material respects with all of its undertakings and obligations under the Placing Agreement and having satisfied all of the Firm Placing Conditions to be satisfied by it, in each case under the terms of the Placing Agreement or under these terms, to the extent that the same fall to be performed prior to First Admission; and

(d)        none of the warranties in the Placing Agreement having ceased to be true and accurate or having become misleading following the date of the Placing Agreement up to and including the date of First Admission, in each case, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting which, in the opinion of the Canaccord Genuity (acting in good faith), is material in the context of the Fundraising and/or First Admission.

The obligations of Canaccord Genuity under the Placing Agreement in respect of the Conditional Placing (and if exercised, the Broker Option Shares) are conditional upon, inter alia:

(a)        the General Meeting to be held by the Company having taken place on the date set out in the Notice of General Meeting, no adjournment of the general meeting having occurred without the prior written consent of Canaccord Genuity and the relevant resolution having been passed by the requisite majority at the general meeting without amendment;

(b)        the Company allotting the Conditional Placing Shares and, to the extent the Broker Option is exercised, the Broker Option Shares prior to and conditional only on Second Admission, in accordance with the terms of the Placing Agreement;

(c)        First Admission having become effective;

(d)        Second Admission taking place not later than 8.00 a.m. on 19 December 2023 or such later date as is agreed in writing between the Company and Canaccord Genuity, but in any event not later than 8.00 a.m. on 29 December 2023;

(e)        the Company complying in all material respects with all of its undertakings and obligations under the Placing Agreement and having satisfied all of the Conditional Placing Conditions to be satisfied by it, in each case under the terms of the Placing Agreement or under these terms, to the extent that the same fall to be performed prior to Second Admission;

(f)         none of the warranties in the Placing Agreement having ceased to be true and accurate or having become misleading following the date of the Placing Agreement up to and including the date of Second Admission, in each case, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting which, in the opinion of the Canaccord Genuity (acting in good faith), is material in the context of the Fundraising and/or Second Admission,

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

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 the Canaccord Genuity may agree), or becomes incapable of being fulfilled or the Placing Agreement is terminated in accordance with its terms, the Fundraising 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 Fundraising, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Fundraising" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by Canaccord Genuity, in their absolute discretion, by notice in writing to the Company and Canaccord Genuity 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.

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

Neither Canaccord Genuity, 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 Fundraising nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Fundraising generally and by participating in the Fundraising each Placee agrees that any such decision is within the absolute discretion of Canaccord Genuity.

For the avoidance of doubt, neither the Placing nor the Subscription are conditional upon the exercise of the Broker Option.

Termination of the Fundraising

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

12.             there shall have been a breach by the Company of any of the warranties in the Placing Agreement in any respect which Canaccord Genuity (acting in good faith) considers to be material in the context of the Fundraising and/or Admission;

13.             the Company has failed or is unable to comply with its obligations under the Placing Agreement in any material respect;

14.             any statement contained in the Placing Documents is or has become or has been discovered to be untrue or inaccurate or misleading, or any matter has arisen which would, if any of the Placing Documents were to be issued at that time, constitute an omission therefrom and which, in any such case, is material in the context of the Fundraising and/or Admission;

15.             in the opinion of Canaccord Genuity (acting in good faith) there has occurred a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or

16.             there has occurred certain market disruption or force majeure events.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Fundraising 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 (or if exercised, any Placee subscribing for Broker Option Shares pursuant to the Broker Option) each Placee agrees with the Company and Canaccord Genuity that the exercise by the Company or the Canaccord Genuity of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Canaccord Genuity and that none of the Company nor Canaccord Genuity need make any reference to or consult with or seek consent from such Placee and that none of the Company, Canaccord Genuity 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 Fundraising, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Fundraising" section above and will not be capable of rescission or termination by it.

Restrictions on further issues of securities

The Company has undertaken that it will not at any time between the date of the Placing Agreement and the date which is 180 days after Second Admission without the prior written consent of Canaccord Genuity enter into certain transactions involving or relating to the allotment and issue of Ordinary Shares, subject to certain customary carve-outs agreed between the Company and Canaccord Genuity.

By participating in the Placing (or if exercised, any Placee subscribing for Broker Option Shares pursuant to the Broker Option), Placees agree that the exercise by Canaccord Genuity of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity, and that it does not need to make any reference to, consult with, or seek consent from, Placees and that Canaccord Genuity shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.

Representations, warranties and further terms

For the purposes of this section "Representations, warranties and further terms", the terms Placing and Placing Shares shall be construed to mean "Fundraising" and the "New Ordinary Shares" (but excluding the Subscription Shares) respectively, in the event that the Broker Option is exercised.

By submitting a bid and/or participating in the Placing, each prospective 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) with the Company and Canaccord Genuity that in each case as a fundamental term of such Placee's application for Placing Shares:

17.             it has read and understood this Announcement in its entirety and that its participation in the Bookbuild and the Placing and 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 Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

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

19.             the ordinary shares of the Company are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and UK Market Abuse Regulation, 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;

20.             it has made its own assessment of the Company, the terms of the Placing and 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 Canaccord Genuity, 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; nor has it requested any of Canaccord Genuity, 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;

21.             neither Canaccord Genuity nor any person acting on behalf of them 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;

22.             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;

23.             none of the Company, Canaccord Genuity 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;

24.             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 and it has not relied on any investigation that Canaccord Genuity or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

25.             the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that neither of Canaccord Genuity nor any persons acting on behalf of them 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 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 or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

26.             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 or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

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

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

27.2           has fully observed such laws and regulations;

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

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

28.             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 or the Republic of South Africa and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

29.             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, resold, transferred or delivered, directly or indirectly, within, in or into or from 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; 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;

30.             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;

31.             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;

32.             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;

33.             neither the Company nor Canaccord Genuity, nor their respective 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 Canaccord Genuity and Canaccord Genuity have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

34.             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 Canaccord Genuity 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 Canaccord Genuity 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 or similar taxes (together with any interest, fines or penalties relating thereto) 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;

35.             no action has been or will be taken by any of the Company, Canaccord Genuity 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;

36.             the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. None of the Company or Canaccord Genuity will be responsible for any liability to stamp duty or stamp duty reserve tax or similar 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 Canaccord Genuity in respect of the same (including any interest, fines or penalties relating thereto) on the basis that the Placing Shares will be allotted to a CREST stock account of Canaccord Genuity or transferred to a CREST stock account of Canaccord Genuity who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

37.             it is acting as principal only in respect of the Placing or, if it is acting for any other person (including as fiduciary or agent for one or more investor accounts) (a) it is duly authorised to do so and has full power and authority to make and does make the acknowledgments, representations, warranties, undertakings and agreements herein on behalf of each such person(s) and (b) it is and will remain liable to the Company and Canaccord Genuity for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for such person(s));

38.             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;

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

40.             if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a Relevant Person and if it is within a member state of the EEA, it is a Qualified Investor. 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;

41.             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 apply and it acknowledges that this Announcement is not being issued by Canaccord Genuity 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;

42.             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);

43.             if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or the EU 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, Relevant Persons in the UK or Qualified Investors in a member state of the EEA, or in circumstances in which the express prior written consent of Canaccord Genuity has been given to the offer or resale;

44.             neither of Canaccord Genuity nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed 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;

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

46.             Canaccord Genuity 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 Canaccord Genuity and/or any of its respective affiliates, acting as an investor for its or their own account(s). None of the Company or Canaccord Genuity intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

47.             it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

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

49.             if it has received any "inside information" as defined in the UK Market Abuse Regulation and the EU Market Abuse Regulation or any price sensitive information about the Company in advance of the Placing, it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended, induced or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation and the EU Prospectus Regulation, prior to the information being made publicly available;

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

51.             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 Canaccord Genuity' conduct of the Placing;

52.             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;

53.             it irrevocably appoints any duly authorised officer of Canaccord Genuity 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;

54.             in respect of any Ordinary Shares in the capital of the Company in respect of which it is beneficially entitled to or otherwise interested in, it undertakes that it will cast or procure the casting of all the votes attaching to the said ordinary shares (whether on a show of hands or on a poll):

54.1           in favour of any resolutions to be proposed at the General Meeting;

54.2           against any resolution or proposal to adjourn the General Meeting;

54.3           against any resolution or proposal at the General Meeting requiring that a poll be taken otherwise than forthwith; and

54.4           for such purpose it will complete, execute and deliver in accordance with instructions thereon a valid form of forms of proxy in respect of the said ordinary shares appointing the Chair of the General Meeting as its proxy and directing its proxy to vote in favour of the resolutions to be proposed at the General Meeting;

55.             it acknowledges that the Conditional Placing is conditional upon, amongst other things, Shareholders passing the Fundraising Resolution to be set out in the Notice of General Meeting granting the directors authority to allot and issue relevant securities and therefore that Second Admission may not occur;

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

57.             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 Canaccord Genuity;

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

59.             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 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 Canaccord Genuity 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; and

60.             the Company, Canaccord Genuity 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 Canaccord Genuity and the Company and are irrevocable.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Canaccord Genuity 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, Canaccord Genuity 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 or similar tax and none of the Company or Canaccord Genuity shall be responsible for such stamp duty or stamp duty reserve tax or similar tax. If this is the case, each Placee should seek its own advice and they should notify Canaccord Genuity 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 Canaccord Genuity in the event that any of the Company and/or Canaccord Genuity has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to Canaccord Genuity and the Company and are irrevocable.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord Genuity may (at their absolute discretion) satisfy their 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 Canaccord Genuity, any money held in an account with Canaccord Genuity 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 Canaccord Genuity' 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.

Appendix III

DEFINITIONS

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