Proposed Placing and Trading Update

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC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

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF FRANCHISE BRANDS PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION for the purposes of article 7 of the market abuse regulation (EU) no. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

20 April 2020

 

Franchise Brands plc

("Franchise Brands", the "Company", or the "Group")

 

Proposed Placing of Ordinary Shares and

update on current trading and outlook

 

Franchise Brands plc (AIM: FRAN), a multi-brand franchise business, today announces its intention to conduct a Placing of new ordinary shares of 0.5 pence each in the capital of the Company by the issue of up to 19.9% of the current issued share capital (the "Placing"). Certain Directors and senior management of the Company intend to participate in the Placing. 

 

The Placing will be conducted through an accelerated bookbuild process (the "Bookbuild"), on a non-pre-emptive basis, which will be launched immediately following this announcement. Dowgate Capital Limited and Allenby Capital Limited are acting as Joint Bookrunners in connection with the Placing.

 

The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its Appendix together being this "Announcement").

 

Capitalised terms used in this Announcement and not separately defined shall have the meaning given to them in the Definitions section at the end of the Announcement.

 

Summary of the Placing

 

·    The Company intends to issue up to 19.9% of the current issued share capital in the Placing.

·    Certain of the Directors of the Company and senior management team intend to participate in the Placing for a minimum of £2m.

·    The Placing will strengthen the Group's balance sheet, provide additional working capital and importantly position the Group to capitalise on earnings-enhancing growth opportunities as they arise.

·    Completion of the Placing beyond 11.66m shares is conditional upon, inter alia, Shareholder approval of the Resolutions to enable the issue of additional Placing Shares beyond current authorities, which is due to be sought at the Annual General Meeting of the Company to be held at 11:00 a.m. on 28 April 2020.

 

Stephen Hemsley, Executive Chairman, commented:

 

"The Group had strong momentum ahead of the COVID-19 crisis, with Q1 trading showing significant growth on the prior year and a continuation of the accelerating rate of sales growth in its B2B division in particular.  We have taken all the necessary actions to enable us to trade through this current uncertain period profitably, albeit at a significantly lower level.

 

"We see considerable opportunity across our businesses and this Placing will ensure that we are very well positioned to capitalise on external growth opportunities as we emerge from the COVID-19 crisis."

 

Details of the Placing

 

Dowgate Capital and Allenby Capital are acting as Joint Bookrunners in connection with the Placing.

 

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

 

The Joint Bookrunners will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The exact number of Placing Shares to be issued and the price at which the Placing Shares are to be issued will be determined at the close of the Bookbuild.  The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Joint Bookrunners and the Company. Details of the Placing Price, the number of Placing Shares and the resulting Directors' shareholdings will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten. Members of the public are not entitled to participate in the Placing.

 

The Board has determined to limit the amount that can be raised in the Placing to 19.9% of the current issued share capital of the Company. At the Company's last Annual General Meeting, shareholders provided the Directors with authority to issue up to 15% of the issued share capital on a non-pre-emptive basis, which equates to 11,659,800 Ordinary Shares.  A similar percentage share authority is being sought at the Company's AGM on 28 April 2020. Accordingly, as the Company currently has limited authority to issue new ordinary shares on a non-pre-emptive basis until the AGM, the issue of more than 11,659,800 Placing Shares will be subject to the passing of the Resolutions. The Placing Shares will, therefore, be issued in two tranches as detailed below.

 

By choosing to participate in the Placing and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

 

The Placing Shares when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

 

Applications will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. The issue and Admission of the first tranche of Placing Shares is expected to take place on or around 8.00 a.m. on 27 April 2020 ("First Admission"). The issue and Admission of the second tranche of Placing Shares is expected to take place on or around 8.00 a.m. on 30 April 2020 ("Second Admission"). Second Admission is conditional upon, among other things, First Admission and the Resolutions being duly passed at the Annual General Meeting.

 

The Placing is conditional upon, among other things, Admission becoming effective. The Placing is also conditional upon the Placing Agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing and the Placing Agreement.

 

The reasons for the Placing and use of proceeds are set out further below.

 

Update on current trading and outlook

 

As reported on 30 March 2020, the Group started the year with strong underlying trading from both divisions. Despite the last 2-3 weeks of March being impacted by the COVID-19 crisis, the business experienced significant year-on-year growth in Q1 2020, with Adjusted EBITDA up 27% on Q1 2019.

 

B2B Division

 

The B2B division, which comprises Metro Rod, Metro Plumb and Willow Pumps, provides a "Water in. Waste out" range of national drainage, plumbing and pump services to the commercial market. On a pro-forma basis (including Willow Pumps for a full year) this division would have contributed 67% of the Group's 2019 Adjusted EBITDA (excluding group overheads).

 

In Q1 2020, EBITDA in the B2B division was 42% higher than Q1 2019 as a result of a strong performance at Metro Rod and the inclusion of Willow Pumps (which was acquired in October 2019). Growth in Metro Rod system sales accelerated to 19% for the quarter (FY2019: 14%), a continuation of the increasing rate of growth experienced since the launch of the Vision 2023 strategy.

 

The majority of services provided by this division have been designated by the Government as essential to ensure the smooth running of the health service, public utilities and other essential businesses during the current crisis. As the majority of the work is reactive in nature there is a continuing demand and the business, therefore, continues to operate and serve customers, subject to the ability of engineers to operate safely.

 

Metro Rod and Metro Plumb are franchise businesses, with the engineers employed by our franchisees. The costs that can be directly controlled therefore relate to the operation of the Support Centre. As they provide services to mainly commercial, leisure and hospitality customers and many of their premises are not currently occupied, order intake has declined during the crisis. However, the B2B division has been able to win new work directly with the NHS and food retailers since the start of the crisis. As a result, order intake is currently running a little over 60% of 2019 levels. Overheads have been reduced in line with revenue reductions by furloughing staff through the Job Retention Scheme, agreeing pay cuts, and reducing other overheads (such as IT and marketing spend). Payroll, which represents 60% of Support Centre overheads at Metro Rod and Metro Plumb, has been reduced by 39% from Q1 2020 levels.

 

Willow Pumps, which was acquired in October 2019, is a direct labour organisation and, therefore, has full control of all its costs. The value of reactive work is currently at around 2019 levels. The supply and installation of pump stations has been impacted by limited site access at construction sites. However, Willow Pumps is still invoicing some work on existing contracts and the enquiry level for future work is strong. The volume of above-ground pump work has declined but the value of work invoiced remains at 2019 levels.  Overheads have been reduced in line with revenue reductions by furloughing staff through the Job Retention Scheme, agreeing pay cuts, and reducing other overheads. Payroll, which represents 55% of overheads, has been reduced by 40% from Q1 2020 levels.

 

The B2B division's engineers are in the front line of servicing our customers. Therefore, in this particularly challenging time they remain on full salary. The Group's priority is to continue to support them in every way it can, especially in relation to their health and safety.

 

The Directors expect these cost saving measures to result in the B2B division continuing to trade profitably during the crisis period, albeit at a significantly lower level than originally anticipated.

 

Given the exceptional nature of the current situation, and despite the assistance being provided through the various Government schemes, the Directors believe it is prudent to anticipate a number of customers to become insolvent as the crisis continues (although the current actual credit loss is low, as it has been historically). A detailed internal analysis of debtors has been completed on a risk-weighted basis according to the business sectors they are operating in and their financial position. Overall, the Directors believe the Group's potential exposure in this regard is up to £1.6m (net of VAT) and, taking into account the existing provision of £0.3m, an additional COVID-19 related exceptional charge of £1.3m will be taken in H1 2020 to provide for these potential credit losses.

 

B2C Division

 

In Q1 2020, EBITDA of the B2C division (ChipsAway, Ovenclean and Barking Mad) was 5% ahead of Q1 the previous year. ChipsAway experienced very strong franchise recruitment.  However, weakening consumer demand from early March, as people began staying at home and self-isolating, impacted fee income across the division. Barking Mad was particularly impacted as customers cancelled holidays, monies were refunded and Management Service Fee ("MSF") previously charged was rebated to franchisees.

 

In response to virtually no activity for the B2C franchisees since the introduction of the Government restrictions, franchise fees have been significantly reduced or eliminated by the Group to help ensure franchisees' survival. Support Centre payroll costs have been reduced by 78% from Q1 2020 levels by furloughing the majority of the staff and agreeing pay-cuts for the few that remain, with the aim of matching overhead costs to the reduced revenue. The objective for this division is to operate at a cash break-even level during the crisis.

 

Current financial position

 

A number of actions have been taken to preserve cash and strengthen liquidity. The Group has furloughed approximately 120 staff, which accounts for just over 40% of staff across the Group, and agreed staff pay cuts of up to 20% in the B2B and B2C divisions. In addition, the Board and senior management have taken salary cuts of up to 100%, which will contribute two-thirds of the overall Group cost savings being achieved by pay cuts. The Directors and a number of members of senior management have also elected to receive the proposed 2019 final dividend as a scrip dividend instead of cash as part of the scrip dividend alternative, details of which were announced on 30 March 2020.

 

To further preserve cash resources, a number of payments have been deferred, including those to HMRC, landlords and a hire purchase supplier. Finally, an extension of the bank overdraft from £2m to £6m has been agreed in principle with HSBC. The Group met its existing banking covenants in Q1 and anticipates doing so in Q2.

 

Adjusted net debt as at 31 March 2020 was £10.4m, an increase of £1.2m since 31 December 2019.  This reflected Metro Rod needing to invest a further £1.4m in working capital as a result of the 19% increase in system sales in Q1, combined with an increase in debtor days from 71 to 80 days as customers slowed down payments at the end of March. The largest creditors of the Group are the B2B franchisees and it has not therefore been possible (or desirable) to compensate for the increasing debtor days by delaying creditor payments.

 

Reasons for the Placing and use of proceeds

 

To ensure that the Group has a strong balance sheet and is well placed for the recovery once the COVID-19 crisis subsides, the Board has concluded that it is prudent to raise additional equity now. This will provide additional working capital funding, improve liquidity, and eliminate the Group's overall net debt. The Board will seek to reduce gross debt at an appropriate opportunity, depending on the opportunities presented by the strategy outlined below, once the COVID-19 crisis subsides and recovery is assured.

 

The additional working capital funding will enable the Group to take full advantage of the strong recovery in demand we expect for the services of our B2B businesses following the COVID-19 related shutdowns of premises.

 

Importantly, the Placing will also position the Group to take advantage of earnings-enhancing external growth opportunities as they arise. Of considerable interest are acquisitions that expand the range of services that Metro Rod, Metro Plumb and Willow Pumps can offer, in pursuit of the ambition to offer a full "Water in. Waste out" drainage, pumps and plumbing service.

 

In the B2C division, acquisitions which allow the Group to leverage its existing divisional structure and shared support services such as franchise recruitment, marketing, finance and technology are also in scope. It is anticipated that many smaller B2C franchise businesses will require funding in order to recommence trading after the Government restrictions are lifted, and this may give rise to the opportunity for attractively priced acquisitions.

 

Finally, the Group anticipates now being more competitive in its ability to acquire larger franchise systems as private equity buyers may no longer be able to gear purchases to pre-crisis levels.

 

Outlook

 

The impact on the foul and fresh water systems of commercial premises from being mothballed for a prolonged period during the COVID-19 crisis can be significant, with a range of potential issues needing to be remedied before the premises can safely re-open. As the Government restrictions are lifted, and subject to having sufficient engineer capacity, a strong recovery at both Metro Rod and Willow Pumps is expected as business premises are re-occupied.

 

The recovery in the B2C division, as the franchise recruitment pipeline is reactivated and franchisees get back to work, is expected to be slower and the Group anticipates that it will take a full quarter for activity levels, and therefore income, to be fully restored.

 

Following a strong start to the year, with Q1 Adjusted EBITDA up 27% on the previous year, the Group has taken swift action taken to reduce costs to match anticipated income during the COVID-19 crisis.  This should allow the Group to generate a positive, although much reduced Adjusted EBITDA, through this period. Thereafter, a strong recovery is anticipated in the B2B division, which represents approximately two-thirds of the Group's activities.

 

MAR

 

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in connection with the Placing as a result of which certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

 

Enquiries:

 

Franchise Brands plc	+ 44 (0) 1625 813231
Stephen Hemsley, Executive Chairman
Chris Dent, Chief Financial Officer
Julia Choudhury, Corporate Development Director
Allenby Capital Limited (Nominated Adviser and Joint Broker)
Amrit Nahal (Broking)	+44 (0) 203 394 2973
Jeremy Porter / Liz Kirchner / Nicholas Chambers (Corporate Finance)	+44 (0) 203 328 5656
Dowgate Capital Limited (Joint Broker)	+44 (0) 203 903 7715
James Serjeant / Colin Climie
MHP Communications (Financial PR)	+44 (0) 203 128 8100
Katie Hunt	+44 (0) 7884 494112
	[email protected]

 

About Franchise Brands plc

 

Franchise Brands is focused on building market-leading businesses in selected customer segments using primarily a franchise model. The Group currently has a combined network of over 450 franchisees across five franchise brands. Our focus is on established brands which can benefit from our shared support services, specialist sector expertise, management experience and group resources.

 

Franchise Brands' portfolio of market-leading service businesses grew in 2019 with the acquisition of Willow Pumps. The addition of Willow Pumps, a direct labour organisation, represented an important step in expanding Metro Rod and Metro Plumb's range of services to the commercial market.

 

The Group is organised into a B2B division comprised of Metro Rod, Metro Plumb and Willow Pumps, and a B2C division incorporates ChipsAway, Ovenclean and Barking Mad. This divisional organisation of our brands is designed to provide a greater focus and structure to support the strategic development of our B2B and B2C brands.

 

Each of our brands are leaders in their respective markets and each brand has a long trading history. The combined trading history of all the Group's brands is over 125 years.

 

Franchise Brands employs some 250 FTE people across three principal locations in Macclesfield, Kidderminster and Aylesford.

 

For further information, visit www.franchisebrands.co.uk.

 

 

IMPORTANT NOTICES

 

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

 

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

 

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

 

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

 

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

 

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

 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Bookrunner, Joint Broker and nominated adviser to the Company for the purposes of the AIM Rules for Companies in connection with the Placing and Admission and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company and the Directors or to any other person or entity. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.

 

Dowgate Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Bookrunner and Joint Broker to the Company in connection with the Placing. Dowgate Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Dowgate Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.

 

Information to Distributors

 

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 "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; 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 and Subscription.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterparties have been procured.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (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.

 

 

 

DEFINITIONS

 

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

 

"Adjusted EBITDA"	Unaudited earnings before interest, tax, depreciation, amortisation and share based payments
"Admission"	admission of the Placing Shares to trading on AIM
"Affiliate"	a person controlling, controlled by or under common control with that person
"AGM"	the annual general meeting of the Company to be held at 11:00 a.m. on 28 April 2020 at 24 Chesham Mews, London, SW1X 8HS
"Allenby Capital"	Allenby Capital Limited, the Company's nominated adviser and joint broker and joint bookrunner for the Placing
"Allenby Capital Person"	any person being Allenby Capital, its Affiliates or its and their respective directors, officers, agents or employees (in each case whether present or future)
"Announcement"	this announcement
"Board" or "Directors"	the directors of the Company
"Company" or "Group"	Franchise Brands plc
"Dowgate Capital"	Dowgate Capital Limited, the Company's joint broker and joint bookrunner for the Placing
"Dowgate Capital Person"	any person being Dowgate Capital, its Affiliates or its and their respective directors, officers, agents or employees (in each case whether present or future)
"EBITDA"	unaudited earnings before interest, tax, depreciation and amortisation
"Enlarged Share Capital"	the issued share capital of the Company as enlarged by the issue of the Placing Shares
"First Admission"	the admission of the First Placing Shares to trading on AIM
"First Placing Shares"	up to 11,659,800 new Ordinary Shares
"Joint Bookrunners"	Allenby Capital and Dowgate Capital, the joint brokers to the Company
"Ordinary Shares"	ordinary shares of 0.5p in the capital of the Company
"Placees"	subscribers for Placing Shares pursuant to the Placing
"Placing"	the conditional placing of the Placing Shares at the Placing Price by the Joint Brokers, pursuant to the Placing Agreement
"Placing Agreement"	the conditional agreement dated 20 April 2020 between the Company and the Joint Brokers in relation to the Placing
"Placing Price"	the price at which the Placing Shares are to be issued as determined at the close of the Bookbuild
"Placing Shares"	the First Placing Shares and the Second Placing Shares to be issued pursuant to the Placing
"Resolutions"	the resolutions numbered 15 and 16 set out in the notice dated 26 March 2020 convening the AGM
"Second Admission"	the admission of the Second Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"Second Placing Shares"	the number of Placing Shares to be issued on Second Admission as determined by the Bookbuild

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

1.               Introduction

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE TERMS AND CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, ALLENBY CAPITAL AND DOWGATE CAPITAL TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 ("QUALIFIED INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING SHARES.

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 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. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

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 offering in compliance with the securities laws of any state, province or territory of Australia, 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, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

 

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

By participating in the Bookbuild (as defined below) and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

Members of the public are not eligible to take part in the Placing.

In this Appendix:

(a)             "you" or "Placee" means any person who becomes committed through the Bookbuild to subscribe for Placing Shares; and

(b)             terms defined elsewhere in this Announcement have the same meanings, unless the context requires otherwise.

Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. It is expected that (i) the First Placing Shares will be allotted, conditional upon, inter alia, First Admission, on 27 April 2020, or, in any case, by such later time and/or date as the Company and the Joint Brokers (as defined below) may agree, being not later than 14 May 2020 (Long Stop Date) and (ii) the Second Placing Shares will be allotted, conditional upon, inter alia, Second Admission, on 30 April 2020 or, in any case, by such later time and/or date as the Company and the Joint Brokers may agree, being not later than the Long Stop Date.

2.               Details of the Placing

Allenby Capital and Dowgate Capital (the "Joint Brokers") have today entered into the Placing Agreement with the Company pursuant to which, subject to the conditions set out in such agreement, they have agreed, as agents for and on behalf of the Company, to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price with certain institutional and other investors.

No element of the Placing is underwritten.

The Placing of the Placing Shares is conditional upon the Placing Agreement becoming unconditional in all respects.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following each Admission.

Applications will be made to the London Stock Exchange for admission of the First Placing Shares and the Second Placing Shares to trading on AIM. The First Admission and Second Admission are each conditional upon, amongst other things, the conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that the First Placing Shares will be allotted, conditional upon, inter alia, First Admission, on 27 April 2020 and that dealings in the First Placing Shares will commence at that time.  It is expected that the Second Placing Shares will be allotted, conditional upon, inter alia, the Second Admission, on 30 April 2020 and that dealings in the Second Placing Shares will commence at that time.

3.               Bookbuild

Each of the Joint Brokers are proceeding with a share placing bookbuild process (Bookbuild) for the purpose of assessing demand from institutional and other investors for subscribing for the Placing Shares at the Placing Price and the Company then issuing those shares under the Placing representing no more than 19.9% of the current issued share capital of the Company. Each of the Joint Brokers are acting as the Company's agent in respect of the Bookbuild.

The Bookbuild is expected to close at or before 5.00 p.m. tomorrow, 21 April 2020. The Company will then release an announcement through the London Stock Exchange's Regulatory Information Service confirming the number of Placing Shares to be issued and the amount to be raised under the Placing. The Joint Brokers will determine the basis for allocating Placing Shares to bids submitted to it in the Bookbuild and may at their discretion (i) accept bids, either in whole or in part, (ii) accept bids that are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as it considers appropriate. The Joint Brokers may carry out the Placing by any alternative method to the Bookbuild as they choose. Neither of the Joint Brokers nor any other Allenby Capital Person or Dowgate Capital Person will have any liability to Placees (subject to applicable law) or to anyone else other than the Company in respect of the Placing or in respect of its conduct of the Bookbuild or of any alternative method that they may adopt for carrying out the Placing.

The Company and the Joint Brokers may, by agreement with each other, increase the amount to be raised through the Placing. The Company also reserves the right to allow officers of the Company and/or Group employees to subscribe for some of the Placing Shares at the Placing Price, with the Joint Brokers' agreement, on substantially the same or similar terms as apply to those Relevant Persons subscribing for shares under the Placing.

4.               Participation and settlement

Participation in the Bookbuild is only available to persons who are invited to participate in it by the Joint Brokers.

If you are invited to participate in the Bookbuild and wish to do so, you should communicate your bid by telephone to your usual broking contact at the Joint Brokers. Each bid should state the number of Placing Shares which you wish to subscribe for at the Placing Price. If your bid is successful, in whole or in part, your allocation will be confirmed orally following the close of the Bookbuild. Oral confirmation of your allocation by any of the Joint Brokers will constitute a legally binding commitment on your part to subscribe for the number of Placing Shares allocated to you at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's articles of association.

A person who submits a bid in the Bookbuild will not be able, without the agreement of any of the Joint Brokers (as appropriate), to vary or revoke the bid before the close of the Bookbuild. Such a person will not be able, after the close of the Bookbuild, to vary or revoke a submitted bid in any circumstances.

If you are allocated Placing Shares in the Bookbuild, you will be sent a written confirmation stating (i) the number of Placing Shares allocated to you, (ii) the aggregate amount you will be required to pay for those Placing Shares at the Placing Price, (iii) relevant settlement information, and (iv) settlement instructions. Settlement instructions will accompany each written confirmation and, on receipt, should be confirmed back to the Joint Brokers by the date and time stated in it. Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. The Joint Brokers reserve the right to require settlement for and/or delivery to any Placee of any Placing Shares to be made by such other means as it may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement. If your Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.

Each Placee's obligations to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and the Joint Brokers. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and on the terms contained in it. No admission document for the purposes of the AIM Rules nor any prospectus is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares.

5.               Placing conditions

Under the terms of the Placing Agreement, the Joint Brokers have agreed, as agents for and on behalf of the Company, to use their respective reasonable endeavours to procure Placees for Placing Shares at the Placing Price.

The Placing is conditional on inter alia (i) the Joint Brokers' obligations under the Placing Agreement not being terminated in accordance with their terms, (ii) in the case of the First Placing Shares, First Admission taking place not later than 8.00 a.m. on 27 April 2020 or such later date (being not later than the Long Stop Date) as the Company and the Joint Brokers may agree and (iii) in the case of the Second Placing Shares, the passing of the Resolutions at the Annual General Meeting of the Company, (iv) in the case of the Second Placing Shares, First Admission taking place not later than 8.00 a.m. on 27 April 2020 or such later date (being not later than the Long Stop Date) as the Company and the Joint Brokers may agree and Second Admission taking place not later than 8.00 a.m. on 30 April 2020 or such later date (being not later than the Long Stop Date) as the Company and the Joint Brokers may agree, and (v) the Joint Brokers' obligations under the Placing Agreement becoming unconditional in all other respects. The Joint Brokers may extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date. If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by the Joint Brokers) by the relevant time, the Placing will lapse and your rights and obligations in respect of the Placing will cease and terminate at such time (save in respect of accrued rights and obligations). For the avoidance of doubt Admission of the First Placing Shares is not conditional on Admission of the Second Placing Shares taking place in accordance with the terms of the Placing Agreement.

The Joint Brokers may terminate the Placing Agreement prior to the relevant Admission in certain circumstances including, inter alia, following a material breach of the Placing Agreement by the Company. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by the Joint Brokers whether or not to extend the time for satisfaction of any condition in the Placing Agreement are within the Joint Brokers' absolute discretion (as is the exercise of any right or power of the Joint Brokers under the terms of this Appendix). Neither of the Joint Brokers will have any liability to you or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension.

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

6.               Placees' warranties and undertakings

By communicating a bid to the Joint Brokers under the Bookbuild you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and the Joint Brokers, in each case as a fundamental term of your application for Placing Shares, that:

(a)             you agree to and accept all the terms set out in this Announcement;

(b)             your rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this Announcement and will not be subject to rescission or termination by you in any circumstances;

(c)              your obligations under the Placing are valid, binding and enforceable and that you have all necessary capacity and authority, and have obtained all necessary consents and authorities to enable you to commit to participation in the Placing and to perform your obligations in relation thereto and will honour its obligations;

(d)             this Announcement, which has been issued by the Company, is within the sole responsibility of the Company;

(e)             you have not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this Announcement or to the effect that the Company is not now in breach of its obligations under the London Stock Exchange's AIM Rules for Companies or under the EU Market Abuse Regulation (596/2014) to disclose publicly in the correct manner all such information as is then required to be so disclosed by the Company;

(f)              you have not relied on any representation or warranty in reaching your decision to subscribe for Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(g)             you are not a client of the Joint Brokers in relation to the Placing and the Joint Brokers are not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to its or their clients;

(h)             you have not been, and will not be, given any warranty or representation by either of the Joint Brokers or any Allenby Capital Person or Dowgate Capital Person in relation to any Placing Shares, the Company or any other member of its Group and neither of the Joint Brokers or any Allenby Capital Person or Dowgate Capital Person will have any liability to you for any information contained in this Announcement, the content of which is exclusively the responsibility of the Company, or which has otherwise been published by the Company or for any decision by you to participate in the Placing based on any such information or on any other information provided to you;

(i)               you will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares finally allocated to you and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place the Joint Brokers or that you put in place with the Joint Brokers;

(j)              should any stamp duty or stamp duty reserve tax be payable on a Placee's subscription of shares under the Placing, this will be to the account of the Placee and neither the Company nor the Joint Brokers will be responsible in respect thereof and if any such person is obliged by law to pay any such tax, they shall be entitled to recover it from the Placee;

(k)             you are permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to the Joint Brokers such evidence, if any, as to the identity or location or legal status of any person which the Joint Brokers may request from you (for the purpose of its complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Brokers on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Brokers may decide; 

(l)               you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (FSMA) with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

(m)            you are a Relevant Person or a person to whom this Announcement may otherwise be lawfully communicated;

(n)             in the case of a Relevant Person who acquires any Placing Shares pursuant to the Placing acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, it represents and warrants that:

(i)         the Placing Shares acquired by it in the Placing will not be and have not been acquired on behalf of, nor will they be or have they been acquired with a view to their offer or resale to, persons other than Relevant Persons or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or

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

(o)             you are acting as principal only in respect of the Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or the Joint Brokers for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2(e) of Regulation (EU) 2017/1129 (known as the Prospectus Regulation) acting as agent for such person, and (iv) such person is either (1) a FSMA qualified investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(p)             where you is acquiring Placing Shares for one or more managed accounts, you represent and warrant that you are authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgments, undertakings and agreements in this Announcement; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Brokers;

(q)             nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the UK Prospectus Regulation Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(r)              you will not treat any Placing Shares in a manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction or cause the Company or any of the Joint Brokers to contravene any such legislation;

(s)              (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S made under the Securities Act) (i) none of the Placing Shares have been or will be registered under that Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, no Placing Shares may be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) you are (unless otherwise expressly agreed with any of the Joint Brokers) neither within the United States nor a US person, (iv) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (v) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) you will not distribute this Announcement or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(t)              the Joint Brokers may satisfy their obligations to procure Placees by themselves agreeing to become Placees in respect of some or all of the Placing Shares or by nominating any other Allenby Capital Person or Dowgate Capital Person or any person associated with any Allenby Capital Person or Dowgate Capital Person to do so or by allowing officers of the Company and/or Group employees to subscribe for Placing Shares under the Placing at the Placing Price;

(u)             time is of essence as regards your obligations under this Appendix;

(v)             this Appendix and any contract which may be entered into between you and the Joint Brokers and/or the Company pursuant to this Appendix or the Placing, and all non-contractual obligations arising between you and the Joint Brokers and/or the Company in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and the Joint Brokers will have the right to bring enforcement proceedings in respect of any judgement obtained against you in the English courts or in the courts of any other relevant jurisdiction;

(w)            each right or remedy of the Company or the Joint Brokers provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(x)             any document that is to be sent to you in connection with the Placing will be sent at your risk and may be sent to you at any address provided by you to any of the Joint Brokers;

(y)             if you have received any confidential price sensitive information about the Company in advance of the Placing, you have not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

(z)              you irrevocably appoint any duly authorised officer of the Joint Brokers as your agent for the purpose of executing and delivering to the Company and/or its registrars any documents on your behalf necessary to enable you to be registered as the holder of any of the Placing Shares for which you agree to subscribe upon the terms of this Announcement; and

(aa)           by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Brokers and each Allenby Capital Person and Dowgate Capital Person harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by any of the Joint Brokers, any Allenby Capital Person, Dowgate Capital Person or the Company arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

7.               Payment default

Your entitlement to receive any Placing Shares will be conditional on the Joint Brokers' receipt of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as the Joint Brokers may decide, and otherwise in accordance with that confirmation's terms. The Joint Brokers may waive this condition and will not be liable to you for any decision to waive it or not.

If you fail to make such payment by the required time for any Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its articles of association or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, Allenby Capital and/or Dowgate Capital may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Allenby Capital and/or Dowgate Capital (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale and (4) you will remain liable to the Company and to Allenby Capital and/or Dowgate Capital for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by Allenby Capital and/or Dowgate Capital for value by the required time referred to above at the rate of two percentage points above the base rate of National Westminster Bank plc.

8.               Overseas jurisdictions

The distribution of this Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. FSMA qualified investors who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this document does not constitute or form part of any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Japan, the Republic of South Africa or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under that Act). No public offering of Placing Shares is being or will be made in the United States.