Proposed Equity Fundraise

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

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

21 May 2020

Tissue Regenix Group plc

("Tissue Regenix", the "Group" or the "Company")

 

Proposed equity fundraise to raise a minimum of £12.0 million

 

Highlights

 

·    Tissue Regenix (TRX) announces its intention to carry-out a non-pre-emptive Fundraise (the "Fundraise") from new and existing shareholders through the issue and allotment of a minimum of 4,800,000,000 Ordinary Shares (the "New Ordinary Shares") to raise minimum gross proceeds for the Company of £12.0 million at a price of 0.25 pence per New Ordinary Share (the "Issue Price").

 

·    The Placing Shares are being offered by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement. Stifel Nicolaus Europe Limited ("Stifel") will be acting as broker and bookrunner. Allenby Capital Limited are acting as sub-placing agent to Stifel. 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")

 

·    To support the Company's highly valued private investor base this opportunity is open to individual investors through PrimaryBid.com from 4.35 p.m. on 21^st May 2020 to 9 p.m. on 21^st May 2020. Further announcements will be made shortly in connection with this offer

 

·    The net proceeds of the Fundraise will be used to fund the Group's manufacturing capacity expansion programme in the US, commencing immediately, and for general working capital purposes

 

·    The Company forecasts that the minimum net proceeds of the Fundraise will provide working capital to the Company for at least 18 months following the date of Admission

 

·    The Fundraise is conditional on, inter alia, the passing of the Placing Resolutions to be proposed at a General Meeting expected to be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds at 12pm am on 9 June 2020.  A circular which will provide further details of the Fundraise and include a notice convening the General Meeting (the "Circular"), is expected to be sent to Shareholders and be available on the Company's website in the coming few days.

 

Expected timetable

 

Announcement of the Fundraise	21 May 2020
Announcement of closing of the Fundraise	22 May 2020
General Meeting	9 June 2020
Admission of the New Ordinary Shares to trading on AIM	10  June 2020

 

Terms used but not defined in this Announcement shall have the meanings given to such terms in the Circular. 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 respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

 

The person responsible for the release of this Announcement on behalf of the Company is Gareth Jones, Interim CEO.

 

Enquiries

 

Tissue Regenix Group plc Caitlin Pearson, Head of Communications	Tel: 0330 430 3073 / 07920272441
Stifel Nicolaus Europe Limited (Nominated Adviser and Bookrunner) Jonathan Senior  / Ben Maddison / Alex Price	Tel:  0207 710 7600
FTI Consulting  Simon Conway / Victoria Foster Mitchell / Mary Whittow	Tel: 0203 727 1000
Allenby Capital Limited (Sub-placing agent) James Reeve / Tim Sohal	Tel: 0203 328 5656

 

About Tissue Regenix

Tissue Regenix is a leading medical devices company in the field of regenerative medicine. Tissue Regenix was formed in 2006 when it was spun-out from the University of Leeds, UK. The Company's patented decellularisation ('dCELL^®') technology removes DNA and other cellular material from animal and human soft tissue leaving an acellular tissue scaffold which is not rejected by the patient's body and can then be used to repair diseased or worn out body parts. Current applications address many critical clinical needs such as sports medicine, heart valve replacement and wound care.

 

In November 2012 Tissue Regenix Group plc set up a subsidiary company in the United States - 'Tissue Regenix Wound Care Inc.' and January 2016 saw the establishment of joint venture GBM-V, a multi- tissue bank based in Rostock, Germany.

 

In August 2017 Tissue Regenix acquired CellRight Technologies^®, a biotech company that specialises in regenerative medicine and is dedicated to the development of innovative osteoinductive and wound care scaffolds that enhance healing opportunities of defects created by trauma and disease. CellRight's human osteobiologics may be used in spine, trauma, general orthopedic, foot & ankle, dental, and sports medicine surgical procedures.

 

Background to and reasons for the Fundraise

 

During 2019 Tissue Regenix identified the need to increase processing capacity in the US to fulfil the demand for its product portfolio. In August 2019, with the support of Midcap Financial Trust ("Midcap") funding, the Company was able to take the first steps towards increasing its manufacturing footprint, securing a ten-year lease, with the option to buy, on a 21,000 sq. ft facility adjacent to its original facility in San Antonio, Texas.

 

However, as announced on 14 November 2019, the Group was required to repay $5.5m of a term loan to Midcap after a renegotiation of the terms of the financing agreement. This led to the Company experiencing significant constraints on its working capital which has been the subject of a number of subsequent announcements. Therefore, the purpose of the Fundraise is to fund the Group's planned manufacturing capacity expansion programme in the US and for general working capital purposes.

 

 

The Directors intend to use the net proceeds of the Fundraise as follows with approximately:

 

·    £1.1 million towards the first phase of the Group's expansion programme to increase the manufacturing capacity in San Antonio to sustain future business growth, and general capital expenditure;

·    £4.0 million towards the second phase of the Group's expansion programme to increase the manufacturing capacity in San Antonio to sustain future business growth;

·    £1.9 million towards R&D and clinical, generating further clinical and health economic real-world data to support brand differentiation of dCELL® and BioRinse™ from competitive products; and

·    £5.0 million towards general working capital to support the Company's growth.

 

It is envisaged that the first phase of the expansion programme will entail the addition of two sterile packaging clean rooms in the existing facility over a six month period. Once fully operational, these additional clean rooms are expected to increase the Group's current BioRinse processing capacity by c.50% and thereby significantly increase the maximum serviceable revenue for the BioRinse product portfolio. 

 

It is envisaged that phase two of the expansion programme will entail a further potential ten clean rooms, in the new facility adjacent to the current manufacturing site, expected to take approximately 12 months to complete. The Company intends to bring this new capacity on stream in a managed process to meet demand. Once fully operational, it is expected that this completed expansion programme will increase the Company's revenue generation potential by up to c.$36m per year.

 

Current trading and outlook, COVID-19 statement and working capital

The Group announced a trading update on 22 January 2020 in respect of its performance for the year ended 31 December 2019. This announcement stated that the Group expected to deliver revenue and EBITDA in line with its revised expectations as reported on 17 October 2019. Revenue is anticipated to be £13m (2018: £11.6m), representing an annual increase of 12%.  

Division	2019 £'m	Actual, 2018 £'m	Percentage change (GBP)	Percentage change (constant currency)
Orthopaedics & Dental (CellRight)	6.7	6.4	3%	1%
Biosurgery (DermaPure)	4.2	3.4	24%	18%
GBM-v	2.1	1.8	16%	13%
Total	13.0	11.6	12%	8%

 

These expectations remain unchanged and the Group anticipates announcing its final results for the year ended 31 December 2019 on 5 June 2020.

Q1 2020 revenue increased by 18% year on year, confirming no material impact on sales following the cyberattack experienced at the San Antonio facility in January 2020. 

As a demonstration of the growth potential for the business, on 11 May 2020, Tissue Regenix announced a new strategic collaboration for white label manufacturing with a leading top 10 global healthcare company to bring to market a newly developed product line. Over the next two years it is expected that the product will make a material contribution to the Group's top line revenue growth. In addition to this agreement the Group also announced that it had secured a number of other distribution agreements during Q1 2020.

 

With the ongoing COVID-19 pandemic, the Company is complying with all relevant Governmental guidance and health related agency advice at all its facilities to prioritise the health and safety of its stakeholders and employees. Implementing procedures has allowed for the continuation of processing functions in line with these guidelines at the facility in San Antonio, where, to date, there has been no disruption to processing. At the facility in Leeds, where the processing of porcine products is undertaken, having built up sufficient inventory to meet the near-term demand, production has been halted and technical staff furloughed until at least the end of May 2020.

As previously announced, the pandemic has resulted in the postponement of elective surgery being undertaken at many hospitals, which initially was most evident in a decline in demand for the Company's products used in urogynaecology and dental procedures. While timing remains unclear as to when such procedures will return to a more normalised level, the Company is working closely with partners and distributors to ensure that sufficient inventory will be available to meet demand when this occurs.

As a result of the uncertainty around the level and duration of disruption from COVID-19, it is difficult to determine how long the current situation may last, and the time taken to catch-up postponed surgical procedures thereafter. Therefore, the Board continues to be unable to give any forward guidance at this time.

The Company has also identified a number of additional potential cost savings across the business which it is in process of assessing and, where appropriate, will look to implement in the coming months. These initiatives will focus around: operational costs across US and UK divisions and sites, development costs, and the timing and associated costs in relation to new product launches.

The Directors are of the opinion, having made due and careful enquiry, and taking into account the net proceeds of the Fundraising, that the Company will have sufficient working capital for its present requirements, that is for at least the period of 18 months following the date of Admission.

Details of the Placing and PrimaryBid offer

 

Stifel is acting as broker and bookrunner in connection with the Placing. Allenby Capital Limited is acting as sub-placing agent to Stifel. The Placing is not being underwritten.

 

The Company highly values its private investor base. Given the longstanding support of shareholders, including a large number of private shareholders, the Company believes that it is appropriate to provide private and other investors with an opportunity to participate in the Fundraise alongside institutional investors. The Company therefore intends to open this opportunity to individual investors through PrimaryBid.com and further announcements will be made shortly in connection with this offer.

 

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

 

The Bookbuild will commence immediately following the release of this Announcement in respect of the Placing. The price at which the Placing Shares are to be placed is the Issue Price.

 

The Issue Price of 0.25 pence per New Ordinary Share equates to a 76 per cent. discount to the mid-market closing price of an existing ordinary share on 20 May 2020, the last practicable date prior to the date of this Announcement, and a 70 per cent. discount to the 30 day volume weighted average price ending on 20 May 2020.

 

The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of Stifel and the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

 

The New Ordinary 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.

 

An application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM ("Admission"). Settlement for the New Ordinary Shares and Admission are expected to take place on or before 8.00 a.m. on 10 June 2020.

 

The Fundraise is conditional, amongst other things, upon:

 

(a)      the passing of the Placing Resolutions at the General Meeting, which will be proposed to grant the Directors the necessary authority and power to allot the New Ordinary Shares and any shares that may be subscribed for by private investors via PrimaryBid for cash on a non-pre-emptive basis;

 

(b)      the Capital Reorganisation becoming effective;

 

(c)       the placing agreement between the Company and Stifel (the "Placing Agreement") becoming or declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission

 

(d)      the Subscription Letters becoming wholly unconditional prior to Admission; and

 

(e)      Admission becoming effective no later than 8.00a.m. on 10  June 2020 or such later time/and/or date (being no later than 8.00a.m. on 30 June 2020) as Stifel and the Company may agree.

 

The nominal value of the Company's shares is currently 0.5 pence which is higher than the Issue Price. As the issue of new ordinary shares at a discount to the nominal value of those shares is prohibited under the Companies Act 2006, it will be necessary to undertake a capital reorganisation ("Capital Reorganisation") to enable the Company to issue new ordinary shares in the future (including the New Ordinary Shares) at a price which is less than the current nominal value of an existing ordinary share.

It is proposed that each of the Existing Ordinary Shares be sub-divided into: (i) one new ordinary share of 0.1 pence each in the capital of the Company; and (ii) one deferred share of 0.4 pence each in the capital of the Company.

If any of the Conditions are not satisfied, the New Ordinary Shares will not be issued and all monies received from Placees and Subscribers (at their risk and without interest) will be returned to them as soon as possible. The Placing Agreement contains warranties from the Company in favour of Stifel in relation to (amongst other things) the Company and its business. In addition, the Company has agreed to indemnify Stifel and its affiliated entities  persons, and agents in relation to certain liabilities they may incur in undertaking the Fundraise. Stifel has the right to terminate the Placing Agreement in certain limited circumstances prior to Admission; in particular, Stifel may terminate in the event that there has been a breach of any of the warranties (which Stifel considers to be material in the context of the Placing and/or Admission) or a Material Adverse Change (as defined in the Placing Agreement).

Effect of the Placing

Upon completion of the Placing, the Placing Shares and Subscription Shares are expected to represent approximately 80 per cent. of the Enlarged Share Capital. The PrimaryBid Shares will be in addition to this.

Directors' intended participation in the Fundraise

The Company is currently in a closed period under MAR pending announcement of its annual results to 31 December 2019. In consequence of that, whilst certain members of the Board are keen to participate in the Fundraise, they are not currently permitted to under the MAR framework. However, the Board recognise the importance of Director participation for Shareholders and, as such, certain members of the Board intend to subscribe for the Subscription Shares at the first available opportunity following the publication of the annual results to 31 December 2019. The Subscription is expected to total £620,000 in respect of 248,000,000 New Ordinary Shares and will be carried out at the Issue Price on identical terms as those of the Placing.

 

Lock-in agreements

The Directors have each undertaken to the Company and Stifel that they shall not (subject to certain customary carve-outs) during the period from the date of Admission up to and including the date falling 90 days after Admission (the "Restricted Period"), transfer sell or otherwise dispose of the legal or beneficial ownership of, or any other interest in, the shares held by them or their associates as at Admission (or acquired during the Restricted Period).

Long Term Incentive scheme

The Company's Remuneration Committee is currently evaluating the establishment of a new long term incentive scheme in order to ensure that the executive management team are suitably incentivised and that their interests are correctly aligned with the interests of Shareholders. This may include the grant of new incentives to certain of the Executive Directors. Any such scheme will be in accordance with remuneration guidelines and usual market practice for an AIM listed company.

 

Risks and uncertainties

A description of the principal risks and uncertainties associated with the Group's business and how they are being managed is included in the Group's Annual Report and Accounts for the year ended 31 December 2018 (on pages 25 to 27). The Board considers that these principal risks and uncertainties are those applicable to the Group at the current time.

The Company has reached an agreement in principle with Midcap that, upon successful completion of the Fundraise in any amount of not less than £5m gross proceeds, Midcap will agree to extend the repayment of the outstanding principal of the term loan for three years followed by amortisation on a straight-line basis thereafter over 12 months. In addition, access to Tranche 2 and Tranche 3 (further information relating to which is contained in the Company's announcement on 14 November 2019) in the amounts of $10.5m and $2.5m respectively will remain in place, subject to Midcap's discretion. Midcap has further agreed in principle to suspend revenue covenant testing throughout the remainder of 2020 and to work with the Company in order to reset the covenant thereafter as needed so as to ensure comfortable operating room. The revolving credit facility will continue to remain in place. Whilst the Board is confident that it will be able to execute binding documents with Midcap in order to finalise these changes, it has not yet done so. Should the Company fail to agree binding documentation with Midcap then the existing position will remain in place and, in the event that the Group's revenue is substantially less than the Board's expectations, this may result in a future breach of the revenue covenant when tested.

IMPORTANT NOTICES

Stifel is acting as nominated adviser, broker and bookrunner to the Fundraise, as agent for and on behalf of the Company. Stifel is regulated in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Stifel for providing advice in relation to the matters described in this Announcement or any matter, transaction or arrangement referred to in it. Stifel is not acting for the Company in relation to the PrimaryBid Offer. The responsibilities of Stifel, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to London Stock Exchange and are not owed to the Company or any director of the Company or to any other person in respect of their decision to subscribe for or purchase Placing Shares, PrimaryBid Shares or Subscription Shares.

Forward‐looking statements

 

Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements are of a forward looking nature.

 

By their nature, forward‐looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward‐looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward‐looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward‐looking statements.

 

These forward looking statements speak only as of the date of this announcement. The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.

 

Important information

 

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

 

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

 

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

 

No representation or warranty, express or implied, is made by the Company or Stifel as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing, the PrimaryBid Offer, the Subscription and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Stifel does not accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

 

Definitions

The following words and expressions shall have the following meanings in this Announcement, unless the context otherwise requires:

 

"AIM"	means AIM, the market operated by the London Stock Exchange
"Admission"	means becoming effective in accordance with the AIM Rules for Companies
"AIM Rules for Companies"	means the AIM Rules for Companies, published by London Stock Exchange from time to time (including, without limitation, any guidance notes or statements of practice) which govern the rules and responsibilities of companies whose shares are admitted to trading on AIM
"Announcement"	means this announcement, together with its appendices and all information contain within them
"Articles"	means the articles of association of the Company
"Capital Reorganisation"	means the sub‐division and reclassification of the Existing Ordinary Shares, resulting in the sub‐division of each Existing Ordinary Share into 1 ordinary share of 0.1p and 1 deferred share of 0.4p as described in this announcement and to be approved at the General Meeting
"certificated form" or "in certificated form"	means recorded on the relevant register of the share or security concerned as being held in certificated form (that is not in CREST)
"Circular"	means the document detailing the Transaction to be posted to Shareholders along with the notice of General Meeting
"Company"	means Tissue Regenix Group PLC, a company registered in England and Wales with registration number 05969271
"Conditions"	means the conditions set out in clause 2 of the Placing Agreement
"CREST"	means the computer based system and procedures which enable title to securities to be evidenced and transferred without a written instrument, administered by Euroclear UK & Ireland Limited as the operator (as defined in the CREST Regulations)
"CREST Regulations"	means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Deferred Shares"	means deferred shares of 0.4 pence each in the capital of the Company following the Capital Reorganisation
"Existing Ordinary Shares"	means the 1,171,971,322 existing ordinary shares of 0.5 pence each in the capital of the Company in issue at the date of this announcement, all of which are admitted to trading on AIM
"Directors"	means the directors of the Company as at the date of this Announcement
"FCA"	means the Financial Conduct Authority
"FSMA"	means the Financial Services and Markets Act 2000 (as amended)
"Fundraise"	means the Placing, the Subscription and the PrimaryBid Offer
"General Meeting"	means the general meeting of the Company expected to be convened for 12pm on 9  June 2020
"Group"	means the Company and its subsidiary undertakings
"Issue Price"	means 0.25 pence per New Ordinary Share
"London Stock Exchange" or "LSE"	means London Stock Exchange plc
"MAR"	means Regulation (EU) No. 596/2014 on market abuse and applicable implementing legislation
"New Ordinary Shares"	means together, the Placing Shares, the Subscription Shares and the PrimaryBid Shares, or any of them as the context shall require or permit
"Nominated Adviser"	means Stifel Nicolaus Europe Limited, a company incorporated in England and Wales with registration number 03719559, and nominated adviser to the Company
"Ordinary Shares"	means, prior to the Capital Reorganisation, the ordinary shares of 0.5 pence each in the share capital of the Company and following the Capital Reorganisation, the ordinary shares of 0.1 pence each in the share capital of the Company
"Placees"	means those persons who are invited by Stifel on behalf of the Company to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given
"Placing"	means the conditional placing of the Placing Shares with the Placees pursuant to the provisions of the Placing Agreement
"Placing Agreement"	means the conditional agreement entered into between the Company and Stifel in respect of the Placing
"Placing Resolutions"	means the resolutions to be proposed at the General Meeting to effect the Capital Reorganisation, the amendments to the Articles, the authority to allot new shares and disapplication of pre-emption rights
"Placing Shares"	means the new ordinary shares of 0.1p  each in the capital of the Company to be issued pursuant to the pursuant to the provisions of the Placing Agreement
"PrimaryBid"	means PrimaryBid Limited, which is authorised and regulated by the Financial Conduct Authority
"PrimaryBid Offer"	means the PrimaryBid offer of PrimaryBid Shares to be made to private and other investors on the PrimaryBid platform
"PrimaryBid Shares"	means the new ordinary shares of 0.1p each in the capital of the Company to be issued pursuant to the PrimaryBid Offer.
"Relevant Jurisdiction"	means the United Kingdom, the United States or any other applicable jurisdiction the laws or regulations of which apply to a member of the Group or the Group's assets
"Regulatory Information Service"	means a regulated information service that is on the list of regulatory information services maintained by the FCA from time to time (or, if such a service is not operational at the relevant time, the Company Announcements Office of London Stock Exchange)
"Stifel"	means Stifel Nicolaus Europe Limited, a company incorporated in England and Wales with registration number 03719559, as sole bookrunner to the Company for the purposes of the Placing
"Subscribers"	means certain Directors of the Company
"Subscription"	means the subscription for Subscription Shares by Subscribers
"Subscription Letters"	means the individual subscription letters to be entered into between the Company and certain Directors of the Company, pursuant to which those Directors have agreed to subscribe for Subscription Shares to be allotted and issued at the same time as the Placing Shares
"Subscription Shares"	means the new ordinary shares of 0.1p each to be issued to the Subscribers pursuant to the terms of the Subscription Letters
"Transaction"	The Placing, the PrimaryBid Offer, the Subscription, the General Meeting and Admission

 

Appendix

Terms and Conditions of the Placing

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL 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 ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING 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 ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

 

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this Announcement.

The Placees will be deemed to have read and understood this Announcement, including its Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.  In particular, each such Placee represents, warrants and acknowledges that:

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

2.           if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, 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 any member state of the EEA 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 which has implemented the Prospectus Regulation to Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to each such proposed offer or resale;

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

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

5.           it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or 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;

6.           (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S; and

7.           the Company and Stifel will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

 

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.

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

Stifel makes no representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing Agreement and of the Placing Shares

The Company has today entered into the Placing Agreement with Stifel (the Company's Nominated Adviser and bookrunner in connection with the Placing) under which, subject to the conditions set out therein, Stifel have agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

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

Application for admission to trading

Applications will be made to London Stock Exchange for admission of the New Ordinary Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission").

It is expected that Admission will become effective at 8.00 a.m. on or around 10 June 2020 and that dealings in the New Ordinary Shares will commence at that time, and in any event no later than 30 June 2020.

Bookbuild

Stifel will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. 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.

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

Participation in, and principal terms of, the Placing

1.         Stifel is arranging the Placing as bookrunner and agent of the Company.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel. Stifel's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

3.         The final number of Placing Shares will be agreed between Stifel and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Pricing Announcement").

4.         To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Stifel. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price or the total monetary amount which it wishes to commit to acquire the Placing Shares at the Issue Price. Bids may be scaled down by Stifel on the basis referred to in paragraph 9 below. Stifel are arranging the Placing as agent of the Company.

5.         The Bookbuild will open with immediate effect following release of this Announcement and close as soon as reasonably practicable thereafter. Stifel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Stifel) to reduce or seek to increase the amount to be raised pursuant to the Placing.

6.         Each prospective Placee's allocation will be determined by Stifel in their sole discretion and will be confirmed orally by Stifel as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

7.         Each prospective Placee's allocation and commitment will be evidenced by a contract note and/or electronic trade confirmation issued to such Placee by Stifel. The terms of this Appendix will be deemed incorporated by reference therein.

8.         Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Stifel, to pay as principal to Stifel (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

9.         Subject to paragraphs 4 and 5 above, Stifel reserve the right not to accept bids or may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Stifel may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10.        A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Stifel, will not be capable of variation or revocation after the time at which it is submitted.

11.        Except as required by law or regulation, no press release or other announcement will be made by Stifel or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.        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 the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

13.        All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver 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".

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

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

 

Conditions of the Placing

The obligations of Stifel under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia: publication of certain announcement obligations; the warranties given by the Company being true and accurate and not misleading; fulfilment by the Company of its material obligations; the Circular having been posted to shareholders; the Subscription Letters becoming wholly unconditional; the Resolutions having been duly passed; Admission taking place; and allotment of the New Ordinary Shares. Stifel has a discretion to waive compliance with the conditions (where capable of waiver) and/or agree an extension in time for their satisfaction.

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by Stifel) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as Stifel may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed 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 the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Lock-up

The Company has undertaken that it will not at any time between the date of the Placing Agreement and the date which is 90 days from the date of Admission, offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing other than with the prior written consent of Stifel (save in respect of any options granted or to be granted under the terms of the Company's share schemes, any Subscription Shares pursuant to the Subscription Letters and any warrants under the Warrant Instrument).

Right to terminate under the Placing Agreement

At any time before Admission, Stifel is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate in any respect which Stifel considers to be material in the context of the Placing and/or Admission; or (ii) if it comes to the notice of Stifel that any statement contained in the Placing Agreement was untrue, incorrect or misleading at the date of the Placing Agreement in any respect which Stifel considers to be material in the context of the Placing and/or Admission; or (iii) in the opinion of Stifel, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (v) if there has occurred (a) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, (b) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or any other Relevant Jurisdiction or the declaration by the United Kingdom or any other Relevant Jurisdiction of a national emergency or war; (c) any other occurrence of any kind which (by itself or together with any other such occurrence) in Stifel's reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or (d) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in Stifel's reasonable opinion is likely to adversely affect the Placing in a material way.

Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Stifel of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that Stifel shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus or admission document

No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA or the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) 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, Stifel or any other person and none of Stifel nor the Company nor any of their respective affiliates 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. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. 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: GB00B5SGVL29) following Admission will take place within the CREST system, subject to certain exceptions. The Company and Stifel reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in Stifel's reasonable opinion delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with Stifel stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to Stifel or it's sub-agent and settlement instructions. Each Placee will be deemed to agree 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 that it has in place with Stifel.

The Company will deliver the Placing Shares to a CREST account operated by Stifel or its sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 10 June 2020 on a trade date + 2 business day basis in accordance with the instructions set out in the contract note.

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 LIBOR as determined by Stifel.

Each Placee is deemed to agree that, if it does not comply with these obligations, Stifel may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of Stifel, 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 or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Stifel all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Stifel lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation (as applicable) 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 other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue 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), neither Stifel nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and Stifel may agree that the Placing Shares should be issued in certificated form. Stifel reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Representations and warranties

By participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Stifel (in its capacity as the nominated adviser, bookrunner and agent of the Company), in each case as a fundamental term of its application for Placing Shares that:

16.        it has read and understood this Announcement (including its Appendices) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein;

17.        no offering document or prospectus or admission document has been prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

18.        it has neither received nor relied on any 'inside information' as defined in MAR concerning the Company, including, but not limited to, any price sensitive information concerning the Company, in accepting this invitation to participate in the Placing;

19.        it has the power and authority to carry on the activities in which it is engaged, to acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;

20.        neither Stifel nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide it, with any material regarding the Placing Shares or the Company other than information included in this Announcement (including this Appendix), nor has it requested any of Stifel, the Company, or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

21.        (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's ordinary shares are listed on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the LSE and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

22.        (i) neither the Company, Stifel, nor any of its respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Stifel nor any of its respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;

23.        the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of Stifel nor any of its respective affiliates, agents, directors, officers or employees nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in 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 the Placing Shares is contained in this Announcement (including this Appendix) and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by any of Stifel or the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf and none of Stifel nor the Company nor any of their respective affiliates, agents, directors, officers or employees 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;

24.        in making any decision to acquire the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares. It further confirms that it 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 participating in, and is able to sustain a complete loss in connection with, the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Stifel;

25.        (i) it and each account it represents is not and at the time the Placing Shares are acquired will not, be a resident of any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, and it and each account it represents is (a) outside the United States and will be outside the United States at the time that any buy order for Placing Shares is originated by it and (b) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S under the Securities Act ("Regulation S") and (c) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S; (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares into the United States, Australia, Canada, Japan or the Republic of South Africa; and (iii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;

26.        it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only in "offshore transactions" within the meaning of and pursuant to Regulation S under the Securities Act; and (iii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

27.        it will not distribute, forward, transfer or otherwise transmit this document or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

28.        if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

29.        neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act of 1986 (depositary receipts and clearance services);

30.        it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "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 Regulations;

31.        if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than to Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to the proposed offer or resale;

32.        it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

33.        it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Regulation;

34.        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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

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

36.        if in a member state of the EEA, it is a "qualified investor" within the meaning of the Prospectus Regulation;

37.        if in the UK, that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise be lawfully communicated;

38.        that no action has been or will be taken by any of the Company, Stifel or any person acting on behalf of the Company or Stifel 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;

39.        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 acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Stifel 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). Each Placee agrees that the provisions of this paragraph 24 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

40.        (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory, (iii) it has not taken any action which will or may result in the Company, Stifel, any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing, (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise, and (v) it has all necessary capacity and has obtained all necessary consents and authorities 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 (including this Appendix)) and will honour such obligations;

41.        it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as Stifel may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

42.        its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Stifel may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

43.        neither Stifel nor any of its respective affiliates, agents, directors, officers or employees, nor any person acting on behalf of it, 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 participation in the Placing is on the basis that it is not and will not be a client of Stifel and Stifel has no duties or responsibilities 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 their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

44.        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. Neither Stifel 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. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company, Stifel and each of their respective affiliates, agents, directors, officers and employees in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Stifel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

45.        it indemnifies and holds harmless the Company, Stifel and their respective affiliates, agents, directors, officers and employees from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

46.        in connection with the Placing, Stifel and any of its affiliates acting as an investor for its own account may acquire Placing Shares in the Company and in that capacity may acquire, retain, purchase or sell for its own account such ordinary shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Stifel does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

47.        its commitment to acquire 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's or Stifel's conduct of the Placing;

48.        neither the Company nor Stifel owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

49.        its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms 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 Stifel's conduct of the Placing;

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

51.        the foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and Stifel (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable. The Company, Stifel and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and Stifel. It irrevocably authorises Stifel and the Company 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 out herein.

 

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or 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 is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, 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 neither the Company nor Stifel will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Stifel and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

Neither the Company nor Stifel are liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Stifel and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Stifel accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Stifel and/or any of its affiliates may, at their 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 Stifel, any money held in an account with Stifel on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under 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 Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business; and the Placee will rank only as a general creditor of the Stifel.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of Stifel and the Company under the Announcement and the Terms and Conditions contained in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to Stifel the jurisdiction in which the funds are managed or owned.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.