THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF STAR ENERGY GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF STAR ENERGY GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

For immediate release

30 April 2026

Star Energy Group plc

("Star Energy" or the "Company")

 Placing and subscription to raise approximately £8.4 million and Retail Offer of up to £0.6 million

Further to the announcement made by the Company of its full results for the year ended 31 December 2025 that was released at 7.00 a.m. on 29 April 2026, Star Energy (AIM: STAR), a British energy company with core activities centring on oil and gas extraction, announces that it is proposing to undertake a conditional placing of approximately 56 million new ordinary shares of 0.002 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 15 pence per Placing Share (the "Issue Price") to raise gross proceeds (before expenses) of approximately £8.4 million (the "Placing").

The Company also proposes to raise £31,000 (before expenses) by way of a conditional subscription, comprising the issue of 206,665  new Ordinary Shares (the "Subscription Shares") at the Issue Price (the "Subscription"). Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya Erdly and Philip Jackson, being the directors of the Company ("Directors"), will enter into subscription letters to subscribe for the Subscription Shares at the Issue Price.

In addition to the Placing and the Subscription, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the "Retail Offer", together with the Placing and the Subscription, the "Fundraising") up to £0.6 million at the Issue Price via the issue of further new Ordinary Shares (the "Retail Offer Shares", together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares").

The New Ordinary Shares (assuming that the maximum number of Placing Shares, Subscription Shares and Retail Offer Shares will be allotted and issued) will represent approximately 31.5 per cent. of the Company's enlarged share capital immediately following Admission (the "Enlarged Share Capital") and the Issue Price represents a discount of approximately 9.2 per cent. to the Closing Price of 16.25 pence per Ordinary Share on 30 April 2026, being the date of the release of this announcement.

The New Ordinary Shares 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. 

Background to and reasons for the Fundraising

Over the past 18 months, Star Energy has taken decisive action to right-size the business, strengthen the balance sheet and refocus the Group on value creation from its core UK oil and gas portfolio.

The Group's UK onshore oil and gas business remains cash generative, with production of 1,886 boepd in 2025 and 2026 production guidance of approximately 2,000 boepd. The Singleton gas‑to‑wire project is targeting a Q2 2026 start-up and bolsters production, with a forecast production c.74 boe/d. The portfolio is underpinned by 2P reserves of 15.7 mmboe, a strong operational track record and a material UK tax loss position of approximately £260 million. During 2025, the Group delivered net cash from operations before working capital and tax of £8.7 million, notwithstanding a weaker commodity price environment, and achieved more than £2.0 million of G&A savings.

These actions have created a leaner, more resilient platform from which the Board believes the Company can pursue disciplined growth. The Board's objective is to significantly increase profitable production through a combination of value-accretive acquisitions and selective investment in organic in-field and near-field opportunities within the existing portfolio.

The Board believes that the current UK oil and gas market presents an opportunity for well-capitalised and experienced operators. The sector has been, and continues to be, characterised by consolidation and subsequent portfolio rationalisation, creating opportunities to acquire cash generative production assets from vendors seeking to streamline their asset bases or exit non-core positions. The Directors believe that Star Energy's UK operating experience, reduced cost base and substantial tax loss position provide a strong platform from which to pursue such opportunities.

In parallel, the Group has a number of permitted organic development opportunities within its existing portfolio, including the Glentworth West development and the Corringham infill well.

The Group has also taken steps to sharpen its strategic focus. As announced on 24 April 2026, Star Energy signed an agreement for the sale of its Croatian geothermal subsidiary, IGeoPen d.o.o., to Enna Geo d.o.o. IGeoPen holds the Ernestinovo, Sječe and Pčelić geothermal exploration licences in Croatia. The transaction, which remains subject to completion, comprises initial cash consideration of €1.5 million, of which Star Energy's share is €1.3 million, together with a potential earn-out of €0.5 million per licence payable on the commercial operation date of a geothermal power plant developed on each licence.

The sale is consistent with the Board's disciplined approach to capital allocation. Subject to completion, it is expected to release approximately €5.2 million of restricted cash, remove future licence commitments and ongoing costs associated with the Croatian business, and allow management to concentrate on the Group's UK oil and gas and UK geothermal opportunities. Following completion, Star Energy's geothermal activity will be focused on maintaining a capital efficient UK development platform, where early-stage expenditure can be kept low and progression is expected to be supported by grant funding, third-party capital and/or an improved policy framework.

The Directors therefore believe that the Fundraising represents the logical next step for Star Energy. The business's cost base has been reset, the balance sheet has improved and the Group is now positioned to pursue disciplined, UK-focused growth. The Board believes that additional capital will strengthen Star Energy's ability to increase profitable production, enhance cash generation and support the delivery of shareholder value from a more resilient operating platform.

Use of Proceeds

Star Energy proposes to use the net proceeds of the Fundraising to support its strategy of significantly increasing profitable production through both inorganic and organic means.

A key focus will be the acquisition of value-accretive production assets, initially focused on UK opportunities, including the UK Continental Shelf. The Directors believe that the current market environment is creating opportunities to acquire producing assets from companies seeking to rationalise portfolios, reduce exposure to mature UK assets or reallocate capital elsewhere.

Star Energy intends to focus on operated or non‑operated portfolios of up to approximately 2,500 boepd. The Company will apply a disciplined acquisition framework, with particular emphasis on:

·      near-term cash generation;

·      robust underlying economics;

·      manageable decommissioning exposure;

·      limited near‑term capital expenditure requirements;

·      clear downside protection; and

·      the ability to utilise the Group's UK tax loss position.

The Board believes that acquisitions of profitable UK production assets could be particularly valuable for Star Energy given the Group's approximately £260 million of available UK tax losses, its reduced corporate overhead base and its UK operating and regulatory experience. Where onshore acquisition opportunities arise, the Company may also be able to benefit from operational efficiencies through its existing scalable operating platform.

The net proceeds may also be used to progress selected organic in-field and near-field  development opportunities within the Company's existing portfolio. These include permitted projects such as Glentworth West and Corringham, where the Company has identified opportunities to add production and reserves. This expenditure will by its nature be phased.

Any such expenditure will be phased and subject to the Board's capital allocation criteria, with capital deployed only where projected risk-adjusted returns meet the Company's hurdle rates. The Board's priority is to deploy the net proceeds of the Fundraising in a manner that increases profitable production, strengthens the Group's asset base and enhances cash generation. It is envisaged that successful value-accretive acquisitions investment, whether through acquisition or organic development, would provide additional cash flow to support further inorganic and organic growth opportunities, while maintaining the Company's disciplined approach to capital allocation.

Details of the Placing

Zeus Capital Limited ("Zeus") is acting as nominated adviser to Star Energy and broker and bookrunner and VSA Capital Limited is acting as agent in connection with the Placing.

The Placing will be effected by way of an accelerated bookbuild (the "ABB") at the Issue Price.

The ABB will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out at Appendix I to this Announcement.

The Placing is conditional upon, among other things, (i) the Placing Agreement between the Company and Zeus not having been terminated in accordance with its terms and (ii) the passing of the Resolutions at the General Meeting (see General Meeting section below for further details).

The timing for the close of the ABB and allocation of the Placing Shares shall be at the absolute discretion of Zeus, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Zeus and the Company at the close of the ABB. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Details of the Subscription

The Company proposes to raise approximately £31,000 (before expenses) by way of a conditional Subscription, comprising the issue of 206,665   Subscription Shares at the Issue Price. Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya Erdly and Philip Jackson, being the Directors, will enter into subscription letters to subscribe for the Subscription Shares at the Issue Price.

The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 19 May 2026 (or such later date and/or time as Zeus and the Company may agree, being not later than 8.00 a.m. on 29 May 2026).

Details of the Retail Offer

The Retail Offer will be directed solely at existing Shareholders and is intended to give retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made by the Company following the close of the Placing regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the separate terms and conditions of the Retail Offer that are contained in that announcement. The Placing is not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The launch of the Retail Offer will be announced separately following this announcement. The Retail Offer will conclude prior to the deadline for receipt of voting proxy forms in connection with the General Meeting and the Retail Offer Shares shall be admitted simultaneously with admission of the Placing Shares. If the Placing is terminated prior to admission, the Retail Offer shall also lapse.

General Meeting

The Directors do not currently have authority to allot the expected total number of New Ordinary Shares to be issued pursuant to the Fundraising and therefore the Directors will seek further authority to allot the New Ordinary Shares on a non-pre-emptive basis for cash at a general meeting of the Company ("General Meeting"), which is expected to be held at 10.30 a.m. on 18 May 2026. Accordingly, the Fundraising is conditional, inter alia, on the passing of certain resolutions ("Resolutions") by Shareholders at the General Meeting in order to grant such further authority to the Directors.

A circular containing, inter alia, further details of the Fundraising and a notice convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders in due course and the Circular, once published, will be notified and made available on the Company's website at https://www.starenergygroupplc.com/.

Shareholders should note that the Fundraising is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on or around 19 May 2026, subject to passing of the Resolutions at the General Meeting.

The New Ordinary Shares will, on Admission, rank pari passu in all respects with the existing Ordinary shares ("Existing Ordinary Shares") in issue and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. Definitive share certificates in respect of the New Ordinary Shares will be despatched within 10 business days of Admission.

The ISIN number of the New Ordinary Shares is GB00BZ042C28. The TIDM is STAR.

Participation of the Directors in the Fundraising

The Directors have agreed to subscribe for New Ordinary Shares pursuant to the Subscription. The number of New Ordinary Shares subscribed for by each participating Director and their resulting shareholdings upon Admission are set out below:

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Appendix I to this Announcement sets out further information relating to the terms and conditions of the Placing.

For further information please contact:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1.     Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.

2.     All of the above times refer to London time unless otherwise stated.

3.     The admission and commencement of dealings in the New Ordinary Shares on AIM are conditional on, inter alia, the passing of the Resolution at the General Meeting and Admission.

Important Notices

Zeus Capital Limited is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for Star Energy and no one else in connection with the Placing, and Zeus will not be responsible to anyone (including any Placees) other than Star Energy for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Zeus or by any of their respective Representatives 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.

The responsibilities of Zeus as Star Energy's nominated adviser under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and are not owed to Star Energy or to any Director or to any other person.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 ("EU Prospectus Regulation"), or under the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"), as the case may be, which does not result in any requirement for the publication of a prospectus or contravenes regulation 12 of POATR. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA, as amended, does not apply.

The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to Star Energy's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of Star Energy (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which Star Energy operates) that could cause the actual performance or achievements on Star Energy to be materially different from such forward-looking statements.

The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. 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 appropriate independent financial adviser.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the POATR, as the case may be) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at: (a) persons in member states ("Member States") of the European Economic Area ("EEA") who are qualified investors as defined in article 2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in the United Kingdom, persons (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) who are members or creditors of the Company within the meaning of article 43 of the Order; or (iii) who fall  within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons").

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 or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from 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 offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or any other jurisdiction outside the United Kingdom or the EEA.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Star Energy's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Star Energy, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Star Energy and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Star Energy 's profitability and ability to access capital and credit, a decline in Star Energy 's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of Star Energy may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Star Energy speak only as of the date they are made. Except as required by applicable law or regulation, Star Energy expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Star Energy's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Investors who have chosen to participate in the Placing, by making or accepting an oral, electronic or written and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making an offer and acquiring the Placing Shares on the terms and subject to the conditions contained herein and to be providing the confirmations, representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.

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

INFORMATION TO DISTRIBUTORS

UK product governance

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

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus will only procure investors in Placing who meet the criteria of professional clients and eligible counterparties.

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

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

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

THIS APPENDIX CONTAINS IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. FOR THE AVOIDANCE OF DOUBT, THESE TERMS DO NOT APPLY TO THE RETAIL OFFER OR ANY INVESTMENT BY AN INTERMEDIARY OR RETAIL INVESTOR PURSUANT TO THE RETAIL OFFER.

THE DISTRIBUTION OF THIS ANNOUNCEMENT (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THIS APPENDIX), 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.  

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); AND/OR (B) IF IN THE UNITED KINGDOM (I) A PERSON WHO IS AN INVESTMENT PROFESSIONAL FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) MEMBERS OR CREDITORS OF THE COMPANY WITHIN THE MEANING OF ARTICLE 43 OF THE ORDER; OR (III) A HIGH NET WORTH COMPANY, UNINCORPORATED ASSOCIATION OR OTHER BODY FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (IV) A PERSON TO WHOM THE PLACING SHARES MAY OTHERWISE LAWFULLY BE OFFERED UNDER THE ORDER (SUCH PERSONS IN THIS PARAGRAPH (B), BEING "UK RELEVANT PERSONS"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

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 any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, New Zealand, Canada, Japan, the Republic of South Africa or to any national, resident or citizen of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or to any corporation, partnership or other entity created or organized under the laws thereof, or to any persons in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. 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 EU Prospectus Regulation and the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission 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 offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan 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, New Zealand, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such activities would be unlawful.

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

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES. THE PRICE OF PLACING SHARES AND ANY INCOME EXPECTED FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND PLACEES MAY NOT GET BACK THE FULL AMOUNT INVESTED UPON DISPOSAL OF SUCH PLACING SHARES.

Placees, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Announcement.

Information for Distributors

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Broker will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

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

Representations, warranties and acknowledgements of the Placees

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

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

(a)  it is a UK Relevant Person; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 7(4) of the POATRs:

(i)    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 (a) to persons in the United Kingdom other than UK Relevant Persons or (b) to persons in any Relevant Member State other than EEA Qualified Investors or (c) or in circumstances in which the prior consent of Zeus has been given to each such proposed offer or resale;

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

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

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

(a)  it is an EEA Qualified Investor; and

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

(i)    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 (a) to persons in the United Kingdom other than UK Relevant Persons or (b) to persons in any Relevant Member State other than EEA Qualified Investors or (c) or in circumstances in which the prior consent of Zeus has been given to each such proposed offer or resale;

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

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

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

3      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 Announcement;

4      except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;

5      it acknowledges that the Placing Shares have not been, nor will they be, registered under 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 or transferred, directly or indirectly, within 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

6      the Company and Zeus (including its respective affiliates, agents, sub-agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

Important information for Placees only regarding the Placing

The Fundraising will comprise the Placing and the Retail Offer and the Subscription. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. Members of the public are not entitled to participate in the Placing.

Details of the Retail Offer can be found in the separate announcement by the Company regarding the Retail Offer and its terms.

The Placing is not conditional upon the Subscription and/or the Retail Offer.

Details of the Placing Agreement, the Placing Shares and the ABB

Zeus is acting as nominated adviser and the broker in connection with the Placing and Admission. Zeus has entered into the Placing Agreement with the Company under which, among other things, Zeus has agreed to use its reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Zeus will be acting as retail offer coordinator in relation to the Retail Offer but does not have any responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) whatsoever in relation to the Retail Offer.

Zeus will today commence the ABB. 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. The Placing is not being underwritten.

Zeus shall be entitled to effect the Placing by such alternative method to the ABB as it may, in its absolute discretion following consultation with the Company, determine.

The Placing Shares will, as from the date when they are issued, be fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Existing Ordinary Shares and otherwise rank pari passu in all respects with, and be identical to, the Existing Ordinary Shares.

The Placing Agreement contains certain undertakings and warranties given by the Company and an indemnity given by the Company for the benefit of Zeus. Zeus will have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and/or the indemnity.

Zeus will have the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares (including the Placing Shares) to trading on AIM. Subject to passing of the Resolutions, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 May 2026.

Participation in, and principal terms of, the Placing

Zeus is arranging the Placing as broker and agent of the Company for the purpose of procuring Placees at the Issue Price for the Placing Shares.

1      Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Zeus. Zeus may (but is not obliged to) agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

2      The number of Placing Shares to be issued at the Issue Price will be determined by Zeus (in consultation with the Company) following completion of the ABB. The number of Placing Shares to be issued will also be announced on an RIS following the completion of the ABB (the "Placing Results Announcement").

3      To bid in the ABB, Placees should communicate their bid by telephone or email to their usual sales contact at Zeus. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by Zeus on the basis referred to in paragraph 7 below.

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

5      In the event that any or all of the Placing Conditions (as defined below) are not satisfied or waived (for example, if the requisite majority of the members of the Company does not approve the Resolutions at the General Meeting), no Placing Shares will be issued to the Placees, and the monies payable pursuant to the Placing, if already paid, will be returned without interest to the account of the drawee's bank from which they were originally debited.

6      The ABB is expected to close no later than 8.00 a.m. (London time) on 1 May 2026, but may be closed earlier or later at the discretion of Zeus. Zeus may, in agreement with the Company, accept bids, either in whole or in part, that are received after the ABB has closed.

7      Zeus may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as they may determine. Zeus may also, notwithstanding paragraphs 4 and 6 above, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the ABB has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Zeus) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

8      Allocations of the Placing Shares will be determined by Zeus in their absolute discretion after consultation with the Company with regard to the identities of the proposed Placees in accordance with the conduct of business sourcebook of the FCA handbook. Allocations will be confirmed orally or by email by Zeus and a Form of Confirmation will be despatched as soon as possible thereafter. Zeus's oral or email confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Zeus and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Announcement and in accordance with the Company's articles of association. Except with Zeus's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

9      Each Placee's allocation and commitment to Zeus (acting as placing agents for the Company) will be evidenced by a Form of Confirmation issued to such Placee by Zeus. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.

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

11   All obligations of Zeus under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

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

14   The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Zeus's conduct of the Placing.

15   All times and dates in this Announcement may be subject to amendment. Zeus shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Conditions of the Placing

The Placing is conditional upon the relevant conditions as listed in the Placing Agreement becoming unconditional (each a "Placing Condition") and the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

In respect of the Placing, Zeus's obligations under the Placing Agreement are conditional on, inter alia:

1      the Placing Launch Announcement being released through a RIS by not later than 5.00 p.m. on the date of the Placing Agreement;

2      the Placing Results Announcement being released through a RIS by no later than 8.00 a.m. on the Business Day immediately following the date of the Placing Agreement;

3      the posting of the Circular (incorporating the General Meeting Notice) to all persons entitled to receive it by no later than 5:00 p.m. on 1 May 2026 (or such later time and date as the Company and Zeus may agree in writing) and no circular that is supplementary to the Circular being published by the Company prior to Admission;

4      the warranties in the Placing Agreement being true, accurate and not misleading when made at the date of the Placing Agreement, the date of publication of the Circular, the date of the General Meeting and at Admission by reference to the facts and circumstances subsisting at that time;

5      the passing without amendment of the Resolutions by the requisite majority of the members of the Company at the General Meeting to be held on 18 May 2026 (or such later date as the Company and Zeus may agree but in any event no later than the Long Stop Date);

6      the New Ordinary Shares having been allotted, conditional only on Admission; and

7      Admission becoming effective no later than 8.00 a.m. on 19 May 2026 (or such later date as Zeus may agree as the date for Admission but in any event no later than 8.00 a.m. on the Long Stop Date) (the "Admission Condition").

Save for the Admission Condition (which is not capable of being waived), Zeus may, at its absolute discretion and subject to such conditions as they consider appropriate, extend (or where capable of waiver, waive) the time and date by which any of the Placing Conditions may be satisfied, provided that the time and date for satisfaction of the Admission Condition shall not extend beyond the Long Stop Date.

Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Placing Conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where permitted) waived by the relevant time or date specified (or such later time and/or date as the Company and Zeus may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below prior to Admission, the Placing will lapse, any funds delivered by the Placee to Zeus in respect of the Placee's participation will (if applicable) be returned to the Placee at the Placee's risk without interest and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it (or any person on whose behalf the Placee is acting) in respect thereof.

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

Right to terminate under the Placing Agreement

Zeus may, in its absolute discretion, be entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if, in the opinion of Zeus:

1      any statement contained in the Placing Documents or the Retail Offer Documents (each as defined in the Placing Agreement) has become or been discovered to be untrue or inaccurate in any material respect or misleading or any matter having arisen which would, if such documents were issued at that time, constitute an omission from such documents or any of them;

2      any of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made and/or that any such warranties has ceased to be true or accurate or has become misleading in each case by reference to the facts and circumstances subsisting at that time;

3      any of the Placing Conditions which is not waived (if capable of waiver), is not satisfied or becomes incapable, for any reason, of being satisfied or in the opinion of Zeus is unlikely to be satisfied before Admission;

4      there has occurred, at any time before Admission:

(a)  any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK of a national emergency or war or any other calamity or crisis; or

(b)  a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange; or

(c)   there has occurred a suspension or cancellation by the London Stock Exchange of trading in the Company's securities; or

(d)  in Zeus's opinion, acting in good faith, a Material Adverse Change (acting in good faith and whether or not foreseeable at the date of the Placing Agreement); or

(e)  an event or omission has occurred; or

(f)   a declaration of a banking moratorium in London or any material disruption to commercial banking or securities settlement or clearance services in the UK,

which, in the opinion of Zeus, acting in good faith, would or would be reasonably likely to prejudice materially the Fundraising or Admission in general, or would or would be reasonably likely to make it impracticable or inadvisable to proceed with the Fundraising and Admission, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Zeus may, in its absolute discretion, terminate the Placing Agreement with immediate effect.

By participating in the Placing, Placees agree with the Company and Zeus that the exercise or non-exercise by Zeus of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of Zeus or for agreement between the Company and Zeus (as the case may be) and that none of the Company nor Zeus need make any reference to, or consult with, you and that none of the Company or Zeus nor any of their respective affiliates or its or their respective duly authorised representatives shall have any liability to you whatsoever in connection with any such exercise or failure to so exercise or otherwise.

Restriction on further issue of shares and certain other matters

The Company has undertaken to Zeus that, during the period from the date of the Placing Agreement until 60 days after the date of Admission and save with the prior written consent of Zeus (such consent not to be unreasonably withheld or delayed), it shall not:

1.    take any steps which might reasonably be regarded as materially inconsistent with any expression of policy or intention in the Placing Documents (as defined in the Placing Agreement) or any other documents issued in connection with the Placing; or  

2.    (save pursuant to any pre-existing obligation to do so) allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share in the capital of the Company (save for the allotment and issue of Ordinary Shares pursuant to the Fundraising and the Disposal (as defined in the Placing Agreement)).

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing.

Placees' commitments will be made solely on the basis of the Reliance Information (as defined below) and subject to the further terms set forth in the Form of Confirmation. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other Reliance Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Zeus or any other person and none of the Company, Zeus nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BZ042C28) following Admission will take place within CREST. Subject to certain exceptions, Zeus and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated any Placing Shares in the Placing will be sent a Form of Confirmation in accordance with the standing arrangements in place with Zeus stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Zeus and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Zeus. Settlement within CREST will take place on a delivery versus payment basis.

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

Subject to the passing of the Resolutions (and satisfaction and/or waiver of all other Placing Conditions), it is expected that in respect of the Placing Shares, settlement will be on 19 May 2026 in accordance with the instructions set out in the Form of Confirmation.

Each Placee is deemed to agree that, if it does not comply with these obligations, Zeus may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Zeus's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of Zeus nor the Company shall be responsible for payment thereof.

Representations, Warranties, Undertakings and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably:

1      represents and warrants that it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2      acknowledges that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

3      acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares and that any participation in the ABB will solely be on the basis of the information in this Announcement and other Reliance Information (as defined in paragraph 6 below);

4      acknowledges that the Placing does not constitute a recommendation or financial product advice and Zeus have not had regard to its particular objectives, financial situation or needs;

5      acknowledges that none of Zeus, the Company nor any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Zeus, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

6      acknowledges that in connection with the Placing, it is only relying upon the information in this Announcement, the audited consolidated accounts of the Group for the year ended on 31 December 2025 comprising the  Group's and Company's consolidated income statement and balance sheet and the information in such accounts ("Accounts") and all the announcements made by the Company made between the date of the Accounts and the date of this Announcement (collectively, the "Reliance Information");

7      acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of Zeus nor its respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from this Announcement or any information previously published by or on behalf of the Company, pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and other Reliance Information, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by Zeus, the Company nor any of their respective affiliates, agents, directors, officers or employees and none of Zeus or the Company or any such affiliate, agent, director, officer or employee will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

8      acknowledges and agrees that it may not rely, and has not relied, on any investigation that Zeus or any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the information from the London Stock Exchange or any other information; each Placee further acknowledges that it has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;

9      acknowledges and agrees that in the event that any or all of the Placing Conditions are not satisfied or waived (for example, if the requisite majority of the members of the Company does not approve the Resolutions at the General Meeting), no Placing Shares will be issued to the Placees, and the monies payable pursuant to the Placing, if already paid, will be returned without interest to the account of the drawee's bank from which they were originally debited;

10   it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing and none of Zeus or any of its 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 this Announcement, the Reliance Information, any Supplementary Announcement (if required) and any Supplementary Circular (if required); nor has it requested any of Zeus, 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;

11   the content of this Announcement is exclusively the responsibility of the Company and the Directors and none of Zeus or any person acting on its behalf or any of its affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this Announcement, the Circular, any Supplementary Announcement (if required) or any Supplementary Circular (if required) or any Reliance Information or other information previously published by or on behalf of the Company or any member of the Group;

12   represents and warrants that it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares, is and, at the time the Placing Shares are subscribed for, will be located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;

13   represents and warrants that it has not been offered to purchase or subscribe for Placing Shares by means of (i) any "directed selling efforts" as defined in Regulation S, or (ii) any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D in connection with any offer or sale of Placing Shares in the United States;

14   confirms that it understands that the Placing Shares:

(a)  have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan, the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

(b)  may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, Zeus or any person acting on behalf of the Company or Zeus that would, or is intended to, permit a public offer of the Placing Shares in the United States, Australia, New Zealand, Canada, Japan, the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

15   confirms that it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Japan, the Republic of South Africa or any province or territory of Canada;

16   confirms that it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares: (i) is not a US Person (as defined in Regulation S) and is, and at the time the Placing Shares are subscribed for will be, located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S, including that Rule 904 of Regulation S regarding "Offshore Resales" is not applicable to "affiliates" (as defined in Rule 405 under the Securities Act) of the Company; and (iii) has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S;

17   confirms that it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S) except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;

18   confirms that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States, Australia, Canada, Japan or the Republic of South Africa (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any such person;

19   acknowledges that in making any decision to acquire Placing Shares it:

(a)  has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares;

(b)  will not look to Zeus for all or part of any loss it may suffer as a result of any such subscription or purchase;

(c)   is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d)  is able to sustain a complete loss of an investment in the Placing Shares; and

(e)  has no need for liquidity with respect to its investment in the Placing Shares;

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

21   represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Money Laundering Regulations and the Money Laundering Sourcebook of the FCA 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 Money Laundering Regulations;

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

23   represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgements, warranties, representations, confirmations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Zeus for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

24   if it is a financial intermediary, as that term is used in Article 2(d) of the EU Prospectus Regulation or the POATRs, as applicable, that it understands the resale and transfer restrictions set out in this Announcement and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EEA Qualified Investors or in the United Kingdom to UK Relevant Persons, or in circumstances in which the prior consent of Zeus has been given to each such proposed offer or resale.    

25   that it has not offered or sold and, prior to the expiry of a period of six months from the relevant issue, will not offer or sell any Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state in the EEA within the meaning of Article 2(d) of the EU Prospectus Regulation;        

26   that it has not offered or sold and, prior to the expiry of a period of six months from the relevant issue, will not offer or sell any Placing Shares to persons in the United Kingdom, except to UK Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the POATRs;

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

28   that any offer of Placing Shares may only be directed at persons in the United Kingdom who are UK Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the issue of the relevant Placing Shares except to UK Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the POATRs;

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

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

31   represents and warrants, if in a member state of the EEA, unless otherwise specifically agreed with Zeus in writing, that it is a EEA Qualified Investor;

32   represents and warrants, if in the United Kingdom, that it is a UK Relevant Person;

33   acknowledges and agrees that no action has been or will be taken by the Company, Zeus or any person acting on behalf of the Company or Zeus that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

34   represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Zeus, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

35   undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as Zeus may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;

36   acknowledges that none of Zeus nor any of its respective affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Zeus in connection with its participation in the Placing and that Zeus has no duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

37   undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of Zeus nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Zeus, on an after-tax basis in respect of any Indemnified Taxes;

38   agrees to indemnify on an after tax basis and hold the Company, Zeus and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of its representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

39   except as set out in paragraph 40 below, represents and warrants that it has neither received nor relied on any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;

40   if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

41   if it is a pension fund or investment company, confirms that its purchase of Placing Shares is in full compliance with applicable laws and regulations;

42   agrees that the Company, Zeus and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to Zeus for themselves and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Zeus to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

43   acknowledges that none of the Company or Zeus owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;

44   acknowledges and agrees that its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the 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 or Zeus's conduct of the Placing;

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

46   acknowledges that time is of essence as regards its obligations under this Appendix;

47   acknowledges that information provided by it to the Company and the Registrar will be stored on the Company's and/or the Registrars' computer system(s), and acknowledges and agrees that for the purposes of the General Data Protection Regulation (EU) 2016/679 and other relevant data protection legislation which may be applicable (the "Data Protection Law"), the Company and the Registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the Registrars and the Company and their respective associates holding and using their personal data for the Purposes (as defined below). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law. The Company and the Registrars will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

(a)  process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;

(b)  communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;

(c)   provide personal data to such third parties as the Company or the Registrars may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA;

(d)  without limitation, provide such personal data to the Company or Zeus for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and

(e)  process its personal data for the Company's or Registrars' internal administration;

48   acknowledges that these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Announcement, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Courts of England and Wales as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with 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 any of the Company, Zeus 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

49   acknowledges and undertakes that as a condition of it participating in the Placing, it shall not participate in the Retail Offer.

The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as Zeus, and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Company or Zeus, owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or Zeus will be responsible and the Placees shall indemnify the Company and Zeus on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Zeus accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and Zeus are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify Zeus accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of Zeus and the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK 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.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Zeus and any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

All times and dates in this Announcement are references to London time and may be subject to amendment. Zeus shall notify the Placees and any person acting on behalf of the Placees of any changes.

No statement in this Announcement is intended to be a profit forecast or estimate, 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.

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.

DEFINITIONS

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

All references in this document to "£", "pence", "p", "sterling" or "pounds sterling" are to the lawful currency of the UK.

Any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension of it. 

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