Proposed Acquisition of Beond Group Limited

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF EENERGY GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

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11 December 2020

eEnergy Group plc

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

 

Proposed Acquisition of Beond Group Limited

Proposed Placing to raise a minimum of £3.0 million

 

The Board of eEnergy Group plc (AIM: EAAS), a leading "Energy Efficiency-as-a-Service" (EEaaS) business in the UK and Ireland, is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued capital of Beond Group Limited ("Beond"), a renewable energy consulting and procurement business with operations in the UK (the "Acquisition").

 

The total consideration for the Acquisition (which includes £0.7 million of surplus cash in the business) comprises approximately £2.4 million in cash (the "Cash Consideration") and the issue of 64,948,456 consideration shares (the "Consideration Shares").

 

The cash component will be funded through a Placing of a minimum of £3.0 million (gross) to new and existing institutional and other investors, at a Placing Price of 10.0 pence per Placing Share.

 

The Placing is being conducted by means of an accelerated bookbuild process ("ABB"), which will be launched immediately following this Announcement.

 

Key transaction highlights include:

 

·      eEnergy has agreed to acquire Beond, a top 20 renewable energy consulting and procurement business, whose services aim to reduce costs for clients and tackle climate change. Its key offering is its proprietary platform used to run renewable energy reverse auctions for clients;

 

·      Total consideration for the Acquisition (which includes £0.7 million of surplus cash) will be funded through approximately £2.4 million in Cash Consideration and 64,948,456 Consideration Shares;

 

·      The Acquisition is in-line with eEnergy's stated strategy to develop as a broader Energy Services company through its "buy and build" acquisition strategy, targeting adjacent businesses with energy management and efficiency capabilities, which offer strategic and synergistic growth opportunities;

 

·      There is a strong strategic rationale for the Acquisition, which has delivered consistent organic growth: Beond will bring a scalable technology platform with organic upside potential, as well as a highly complementary customer bases and improved earnings quality to eEnergy;

·      For the year to 31 December 2019, Beond's revenue grew 10.5% to £3.3 million, with EBITDA of approximately £0.5 million at a margin of 14.1%;

·      Following the expected benefits of operational efficiencies and further growth initiatives post-Acquisition, the Board of eEnergy expects Beond to generate:

o  revenue growth at an annual average rate of 22% from the year to 31 December 2020 to 31 December 2022;

o  base case EBITDA for the year to 31 December 2021 of approximately £0.8 million;

o  EBITDA margin improvement from 14% for the year to 31 December 2019 to 28% for the year to 31 December 2022;

 

·      The Acquisition is expected to be materially earnings enhancing in the first full year of ownership;

 

·      CEO of Beond, Derek Myers, will join the Board of eEnergy on Admission;

 

·      An integration team, led by new (non-Board) Chief Operating Officer, Robert Van Leeuwen, is expected to work closely with the Beond management team and oversee initiatives to accelerate growth, including enhancing the customer value proposition, growing revenues from existing customers and unlocking operational synergies and target stretch performance in lead generation and sales conversions;

 

·      The Acquisition is to be part funded through a Placing for a minimum of £3.0 million at 10.0 pence per Placing Share, to be conducted by way of an ABB. The Placing price represents a discount of 3.8 per cent. to the closing mid-market price for eEnergy Ordinary Shares of 10.4 pence on 10 December 2020;

 

·      The Placing is not conditional on shareholder approval. The Placing and Acquisition are inter-conditional; and

 

·      The ABB will be launched immediately following this Announcement. N+1 Singer Capital Markets Limited ("N+1 Singer") and Turner Pope Investments (TPI) Limited ("Turner Pope") are acting as joint bookrunners (together the "Joint Bookrunners") in connection with the Placing.

 

Harvey Sinclair, CEO of eEnergy, commented:

"The acquisition of Beond is the next step in our journey to delivering a sustainable future for our clients. Beond's, a climate action business, leverages award-winning technology to secure the best zero carbon energy supply for their customers. With a focus on energy management, their technology will add significant value to eEnergy's existing client base by helping to make 'Net Zero' a reality. Beond's platform is one of a very small number of specialised reverse auction technologies available to customers, securing the best priced zero carbon energy through a highly competitive auction process.

"Beond's customer base is highly complementary to our own and should provide substantial energy efficiency opportunities for our Light-as-a-Service offering alongside the future "as-a-Service" offerings we intend to bring to market.  I would like to welcome Derek and the Beond team to the eEnergy family".

 

Contacts:

eEnergy Group plc	Tel: +44 20 7078 9564
Harvey Sinclair, Chief Executive Officer	[email protected]; www.eenergyplc.com
N+1 Singer (Nominated Adviser and Joint Bookrunner)	Tel: +44 20 7496 3000
Justin McKeegan, Mark Taylor, Carlo Spingardi (Corporate Finance) Tom Salvesen (Corporate Broking)
Turner Pope Investments (Joint Bookrunner)	Tel: +44 20 3657 0050
Andy Thacker	[email protected]
Newgate Communications	Tel: +44 7540 106 366
Robin Tozer Isabelle Smurfit	[email protected]

 

 

 

IMPORTANT NOTICE

 

This Announcement has been issued by, and is the sole responsibility of, the Company. The distribution of this announcement or any information contained in it, and the offering or sale of securities in jurisdictions other than the United Kingdom may be restricted by law, and therefore persons coming into possession of this announcement and/or any related communications should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

 

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129) to be published. Persons needing advice should consult an independent financial adviser.

 

N+1 Singer Capital Markets Limited, which is a member of the London Stock Exchange, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as nominated adviser and joint bookrunner to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placing, and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of N+1 Singer or for advising any other person on any transaction or arrangement referred to in this Announcement. N+1 Singer's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person. No representation or warranty, express or implied, is made by N+1 Singer as to, and no liability is accepted by N+1 Singer in respect of, any of the contents of this Announcement.

 

Turner Pope Investments (TPI) Limited, which is a member of the London Stock Exchange, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing. Tuner Pope is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to the customers of Turner Pope or for advising any other person on the contents of this Announcement or on any transaction or arrangement referred to in this Announcement.

 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer nor Turner Pope nor any of their affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of N+1 Singer, Turner Pope nor any of their affiliates in connection with the Company, the Placing Shares or the Placing or the Acquisition and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.

 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by N+1 Singer nor Turner Pope.

 

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

 

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

 

The Appendix to this Announcement set out the terms and conditions of the Placing.

 

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors ("qualified investors") as defined in Article (2)(e) of the Prospectus Regulation; and (b) in the United Kingdom, qualified investors who are persons (1) who have professional experience in matters relating to investments falling within Article 19(1) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Order; or (3) other persons to whom it may otherwise lawfully be communicated without being accompanied by any further statements and/or warnings required by the Order and not included in this Announcement.

 

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This Announcement and the information contained herein are not an offer of securities for sale in the United States.

 

The Placing Shares described in this Announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, in or into the United States, unless registered under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in each case, 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 solely outside of the United States in offshore transactions in accordance with Regulation S under the Securities Act ("Regulation S"). There will be no public offering of the Placing Shares in the United States. No representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.

 

The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

 

Furthermore, the Placing Shares have not been and will not be registered under the applicable laws of any of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or of any other jurisdiction where to do so would be unlawful and, consequently, may not be offered or sold to any national, resident or citizen thereof. The distribution of this Announcement and the placing of the Placing Shares as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken 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 jurisdictions where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the current beliefs and expectations of the directors of the Company and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, global events (such as pandemics), economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

 

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Proposed Acquisition of Beond Group Limited

Proposed Placing to raise a minimum of £3.0 million

 

 

About eEnergy and organic growth strategy

 

eEnergy is a leading "Energy Efficiency-as-a-Service" (EEaaS) business currently focused on providing its core "Light-as-a-Service" ("LaaS"), to educational and commercial & industrial customers through its eLight and RSL operations in the UK and Ireland. The Group helps businesses and schools switch to LED lighting, typically for a fixed monthly service fee, avoiding any upfront payments.

 

There is a strong organic growth opportunity in LaaS, supported by macro tailwinds in businesses seeking energy cost reductions and facing strict, Government-mandated carbon targets. The addressable market for the education sector is more than £1.5 billion, with eEnergy having a goal to achieve 10% market penetration for approximately 2,000 schools over the next 3-4 years. In the commercial sector, the Company is targeting COVID-19 resilient sectors, such as food, healthcare and distribution & logistics.

 

The Company is pursuing this organic growth through a combination of:

(i)         Building on its large new business pipeline and targeting educational and commercial multi-site rollouts;

(ii)         Launching its app to the small and medium-sized enterprises ("SME") market, allowing approved contractors to target energy efficiency offering to a market that is currently sub-scale; and

(iii)        Leveraging existing customer relationships to offer further Energy-Efficiency-as-a-Service ("EEaaS"), such as eHeat (a renewable heating solution that reduces energy costs).

 

Background to and reason for the Acquisition and Placing

 

To complement this organic growth strategy, eEnergy is seeking to develop as a broader energy services company, executed through the acquisition of adjacent businesses with energy management and efficiency capabilities, which offer strategic and synergistic growth opportunities.

 

The Company's "buy-and-build" M&A strategy is based on four pillars:

(i)         Acquiring established smart energy procurement platform businesses, including bolt-on acquisitions, which drive incremental earnings;

(ii)         Scaling the existing EEaaS business through cross-sell opportunities and moving into Heating-as-a-Service ("HaaS");

(iii)        Acquiring a smart metering & software analytics business, benefitting from data-driven intelligence, higher quality of SaaS-type recurring revenues and enabling a "share of savings" business model; and

(iv)        Scaling the Group through a differentiated offering and benefitting from the operational synergies that follow.

 

The aim is to provide an integrated offering to clients through its energy management and energy savings platforms.

 

The acquisition of Beond is the first major step towards this diversified energy management strategy. While LaaS is an existing offering, Beond will be eEnergy's first energy management platform, with a focus on renewable energy procurement.

 

The Company has been, and will continue to be, assessing acquisition opportunities against its disciplined acquisition criteria, including market drivers (underlying market growth and high barriers to entry), strong business models (industry leading capabilities, being technology-enabled and synergistic with the eEnergy business) and attractive financial drivers (recurring revenues, profitable and cash generative).

 

Beond meets these acquisition criteria:

(i)         Supported by macro and industry tail winds to reduce energy costs and carbon footprints;

(ii)         Industry leading capabilities through its proprietary reverse auction platform; and

(iii)        Profitable and cash generative, supported by recurring revenues from multi-year customer contracts.

 

Overview of Beond

 

Beond is a UK-based renewable energy consulting and procurement business, whose services aim to reduce costs for clients and tackle climate change. It was established in 1999 and has been run by the current controlling shareholder since 2003.

 

Beond's services include provision of clean energy strategy, smart energy procurement, hedging strategies, bill validation, bureau services and market intelligence. However, its key offering is its proprietary platform used to run reverse energy auctions for clients. This platform provides Beond with a differentiated client proposition, in that it is only one of a small number of auction platforms of scale in the UK market.

 

Beond has 36 employees, of which 22 are client facing.

 

Beond benefits from strong relationships with its customer base of over 800 clients. Its top 40 customers generate 64% of revenues and the average relationship with its top 10 customers is 7 years.

 

The earnings profile benefits from a strong recurring and contracted revenue base, with an average contract retention rate of approximately 90%. Of Beond's total revenue, approximately 35% is derived from fixed fees (e.g. per meter and consulting fees), which has mitigated downside impact of COVID-19 on earnings.

 

Beond is profitable and its revenues have grown consistently in recent years, averaging 17.0% annual growth between 2009 and 2019.

 

Beond generated earnings for the last two completed financial years as follows:

 

Year ending 31 December	2018	2019	% change
Revenue	£3.0m	£3.3m	10.5%
Gross Profit	£2.5m	£2.6m	4.9%
Margin (%)	83.3%	79.1%
EBITDA	£0.2m	£0.5m	114.7%
Margin (%)	7.3%	14.1%

 

At 31 December 2019, Beond had gross assets of £1.2 million.

 

Current Trading and outlook for Beond

 

Beond has benefitted from strong new-business growth, driven by its customer acquisition strategy. Earnings growth for the year to 31 December 2019 has been mitigated by the recent market-wide trend in reduced energy consumption.

 

This, combined with mitigation provided by fixed fees, means that revenue for the year to 31 December 2020 is expected to be down only slightly, year-on year despite market-wide disruption from COVID-19 impacts. The business has a modest (13%) level of supplier prepayments, significantly lowering the risk of supplier clawbacks.

 

Following the expected benefits of operational efficiencies and further growth initiatives post-Acquisition, the Beond business is expected to grow over the near term. Revenue is expected to grow by an annual average rate of 22% from the year to 31 December 2020 to 31 December 2022. Existing customer contracts are expected to generate 75% of these revenues for the year to 31 December 2021.

 

Furthermore, the EBITDA margin is expected to improve from 14% for the year to 31 December 2019 to 28% for the year to 31 December 2022.

 

As such, the Board expects a base case EBITDA for Beond for the year to 31 December 2021 of approximately £0.8 million.

 

Strategic Rationale

 

Beond has generated a consistent double-digit organic growth rate, driven by a high quality sales engine. As previously mentioned, its reverse auction energy procurement platform provides a differentiated customer proposition and a high quality proprietary product.

 

Beond's technology platform and product offer presents an opportunity to scale the business through both organic customer growth and increase in market share, as well as from the migration of customer bases from future acquisitions.

 

As part of the enlarged Group, Beond can have a sharper focus on more market-trending procurement pricing. The Board expects the Acquisition will present the opportunity to monetise further value-add services with the existing customer base. 

 

The Board believes that both eEnergy and Beond have highly complementary customer bases and the expanded multi-product offering provides a more compelling customer proposition. In addition, Beond's existing customer base of more than 800 companies provide significant cross-sell opportunities into eEnergy's existing Lighting-as-a-Service offering.

 

A loyal customer base (demonstrated by the approximately 90% contract retention rates) and greater revenue visibility (through multi-year contracts and fixed metering fees), will see an enlarged eEnergy benefit from an improved quality of earnings.

 

eEnergy - Current Trading

 

eEnergy completed 70 installations in Q1 (three months to 30 September 2020), with revenue of approximately £4.0 million, over 400% revenue growth (200% organic) on prior corresponding period.

 

During Q2, the Group has secured a £1.0 million contract (the largest ever), with a Multi Academy Trust for installations at four schools before the end of December 2020.

 

The recently acquired RSL LaaS business has been fully integrated into the eEnergy business.

 

The Board continues to expect to achieve breakeven profit after tax (before exceptional items) for the

Group for the six months to 31 December 2020.

 

Integration Team

 

The Board has established an experienced team with a clear plan to integrate Beond into the enlarged eEnergy and deliver growth initiatives.

 

Management are pleased to announce the appointment of Robert (Rob) Van Leeuwen as Chief Operating Officer (a non-Board role), who will initially be focused on overseeing the integration.

 

Rob was previously part of the senior team which built and scaled EnergyQuote JHA, a leading energy management business, initially as an independent business and, latterly, following its acquisition, with Accenture.

 

Integration Plan

 

eEnergy's market positioning and product development will be brought together as an integrated "net-zero energy savings" offering, delivered by renewable procurement and energy reduction through LaaS, complemented by new energy efficiency solutions.

 

The management and integration teams will leverage the enlarged eEnergy, positioning it as a single technology infrastructure business and consolidate client data into a single proprietary platform. The enlarged Group will continue to invest in the proprietary platform, including the delivery of a new interactive online client experience.

 

The enlarged Group will be well positioned for cross-sell and upsell activities between the LaaS and Beond's offerings and customers bases, with energy reduction through LaaS marketed to existing Beond customers and renewable energy procurement offering to eEnergy's existing customer bases.

 

The Board has set in place clear initiatives to accelerate short and medium term growth which will be  implemented immediately following the Acquisition:

(i)         Increasing revenues from existing customers, by monetising through the provision of additional complementary services delivered as bundled solutions and benchmarking to market norms;

(ii)         Unlocking synergies within centralised sales and operations to optimise lead generation and account management, consolidating costs in the process. This centralised operation will proactively target priority segments of Beond's customer base for LaaS and introduce Beond's revers auction product suite and consulting expertise to eLight's customer base; and

(iii)        Target enhanced performance, with a focus on improved sales conversions, accelerating lead generation activities and investing in a CRM platform.

 

The Board believes these initiatives will help deliver the expected uplift in revenue and earnings (see current trading and outlook for Beond), over the coming forward periods.

 

Terms of the Acquisition

 

eEnergy has conditionally agreed to acquire the entire issued and to be issued share capital of Beond Group Limited.

 

Under the terms of the Acquisition (which includes £0.7 million of surplus cash within the Beond business), the total consideration will be:

 

·      Cash consideration of approximately £2.4 million; and

·      64,948,456 Consideration Shares. 

 

As at the date of this announcement, shares representing approximately 98 per cent. of the issued and to be issued share capital of Beond have been conditionally acquired under the Sale and Purchase Agreements ("SPA").

 

Following Admission, the balance of the shares of Beond will be acquired through a compulsory purchase procedure, expected to be completed on or about 29 December 2020.

 

The Consideration Shares will represent approximately 27.2 per cent. of the enlarged share capital of the Company, assuming a minimum fundraise of £3.0 million at the Placing Price and the completion of the compulsory purchase procedure referred to above ("Enlarged Share Capital"). 

 

Mr. Myers will be interested in 44,682,915 Ordinary Shares of the Company following completion of the Acquisition and the Placing, representing 18.7 per cent of the Enlarged Share Capital. Mr. Myers has agreed to enter into a relationship agreement with the Company and N+1 Singer, which regulates the relationship between the Company and Mr Myers. This agreement will cease to apply in the event that Mr Myers's shareholding falls below 15.0 per cent. of the Company's issued share capital, from time to time.

 

All Beond shareholders, other than those subject to the compulsory purchase procedures referred to below, have agreed not to dispose of any Consideration Shares for a period of 24 months from Admission and to be subject to an orderly market restriction for a further period of 24 months, in each case subject to certain limited exceptions.

 

Details of the Placing

 

eEnergy is proposing to raise a minimum of £3.0 million through the issue of Placing Shares, to new and existing institutional and other investors, by way of an accelerated bookbuild ("ABB") at a Placing Price of 10.0 pence per Placing Share.

 

The Placing Price represents a discount of approximately 3.8 per cent. to the closing mid-market price of 10.4 pence per Placing Share on 10 December 2020, being the last practicable day prior to the publication of this Announcement.

 

The Placing Shares will represent approximately 12.5 per cent. of the Enlarged Share Capital.

 

The net proceeds of the Placing will be used to part fund the Acquisition (including cash acquired in the Business) and for general working capital. The Placing and the Acquisition are inter-conditional.

 

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

 

The Placing will be conducted by the Joint Bookrunners in accordance with the terms and conditions set out in the Appendix to this Announcement. The ABB will determine demand for and participation in the Placing. The ABB will commence with immediate effect following this Announcement and is expected to close later today.

 

The timing of the close of the ABB is at the absolute discretion of the Joint Bookrunners and the Company and the Joint Bookrunners and the Company reserve the right to close the ABB process earlier or later without further notice. The allocations will be determined together by the Joint Bookrunners and the Company, in their absolute discretion, and will be confirmed orally by the Joint Bookrunners following the close of the ABB. A further announcement will then be made as soon as practicable following the completion of the ABB.

 

The Placing is not being underwritten and the Placing Shares will be issued under the existing authorities and disapplication of pre-emption rights, as approved by shareholders at the Company's last general meeting on 8 January 2020.  

 

The Placing Agreement contains customary warranties given by the Company to the Joint Bookrunners as to matters relating to the Company and its business and a customary indemnity from the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing. The Placing Agreement also contains customary rights of termination which could enable the Joint Bookrunners to terminate the Placing prior to Admission in certain limited circumstances. Further information on the Placing Agreement is set out in the Appendix to this Announcement.

 

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

 

Admission

 

Application has been made to the London Stock Exchange for 63,771,130 of the Consideration Shares and all of the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on Tuesday 15 December 2020 (or such date as may be agreed between the Company and the Joint Bookrunners). The Placing is conditional, inter alia, upon Admission becoming effective.

 

It is expected that, following the exercise of the compulsory purchase procedure referred to above, the balance of the 1,177,326 Consideration Shares will be admitted to trading on AIM on or about 29 December 2020.

 

Board Appointment

 

It has been agreed that as at Admission, Mr. Myers will take up a role as Chief Innovation Officer within the enlarged eEnergy group and will be appointed a director of the Board of the Company on Admission.

 

Mr. Myers was the controlling shareholder of Beond, having held senior management and Board roles, including Managing Director and, from 2015 until present, Chief Executive Officer. Previously, Mr. Myers was the Managing Director of iVentures Capital, an investment vehicle that raised funds to invest in and manage energy market businesses. Mr. Myers has previously worked as a strategy consultant at Accenture and futures trader at Macquarie Bank, trading, inter alia, energy products.

 

From Acquisition, Mr. Myers will be an executive director of the Board of the Company, through the role of Chief Innovation Officer.

 

The following information in relation to Derek Myers is disclosed in accordance with Schedule 2(g) of the AIM Rules for Companies:

 

Full name: Derek Alan Myers

 

Age: 53

 

Shares held on Admission: 44,682,915

 

Directorships held in the past five years:

 

Current directorships/partnerships

 

·      Beond Group Ltd;

·      Eclipse Energy Supply Ltd;

·      Eclipse Energy Trading Ltd;

·      Energy Centric Ltd;

·      Zero Carbon Project Ltd; and

·      Zero Carbon Project Pty Ltd (Australia).

 

Past directorships/partnerships

 

·      iVentures Capital Ltd, dissolved via members' voluntary liquidation, on a solvent basis, in November 2020;

·      iVentures Properties Ltd, dissolved via members' voluntary liquidation, on a solvent basis, in April 2020; and

·      PowerEx Ltd, dissolved via voluntary strike-off in June 2016.

 

Other Disclosures

 

·      BlueBridge Markets Ltd, dissolved via voluntary strike-off in December 2013;

·      Agriex Ltd, dissolved via voluntary strike-off in August 2005;

·      Myers Daly Consulting Ltd, dissolved via compulsory strike-off in July 2001; and

·      iSight Ltd, dissolved via compulsory strike-off in April 2001.

 

There are no further disclosures to be made under Schedule 2(g) of the AIM Rules for Companies.

 

Concert Parties

 

eLight Concert Party

 

The Company's admission document, dated 9 January 2020, sets out a concert party for the vendor shareholders of the eLight business ("eLight Concert Party"), where the concert party had voting control over approximately 86.26 million Ordinary Shares, or 65.9 per cent. of the issued share capital, in eEnergy.

 

Following admission of all of the Consideration Shares and Placing Shares to trading on AIM, pursuant to the Acquisition and Placing, the eLight Concert Party is expected to have its aggregate voting interest diluted to 34.8 per cent. of the enlarged share capital, being less than 50 per cent., but more than 30 per cent..

 

Implications for eLight Concert Party

 

Pursuant to Rule 9 of the UK Takeover Code, where any person who, together with persons acting in concert, is interested in Ordinary Shares which in aggregate carry not less than 30 per cent., but not more than 50 per cent. of the voting rights, and such person, or any person acting in concert, acquires an additional interest in Ordinary Shares that increases the percentage of shares carrying voting rights, then such person is normally required to make a general offer to acquire the remaining issued and to be issued Ordinary Shares in the Company.

 

However, pursuant to Note 11 of Rule 9.1, where, following a share issue by the Company, such person or persons have been diluted to not less than 30 per cent., but not more than 50 per cent. of the voting rights following a share issue, then such person or persons may subsequently acquire a further interest in Ordinary Shares, without incurring an obligation to make a general offer for the Company, subject to both of the following limitations:

 

(i) the maximum number of Ordinary Shares which may be acquired in any period of 12 months must not exceed 1% of the total voting rights of the Company; and

(ii) the percentage of shares in which such person or persons is or are interested following any acquisition must not exceed the highest percentage of shares in which such person or group of persons was interested in the previous 12 months.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES.

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

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.  THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, 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 OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND 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.

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW.  NO ACTION HAS BEEN TAKEN BY THE COMPANY OR NPLUS1 SINGER CAPITAL MARKETS LIMITED AND TURNER POPE INVESTMENTS (TPI) LTD OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UK.  PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND NPLUS 1 SINGER CAPITAL MARKETS LIMITED AND TURNER POPE INVESTMENTS (TPI) LTD 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 MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY 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 THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE "FORWARD-LOOKING STATEMENTS".  THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPERTS", "INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS.  THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS.  FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS, INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND LIQUIDITY.  WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT.  SAVE AS REQUIRED BY LAW OR BY THE AIM RULES THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE 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 NPLUS1 SINGER CAPITAL MARKETS LIMITED OR TURNER POPE INVESTMENTS (TPI) LTD OR ANY OF THEIR RESPECTIVE ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR ANY OTHER PERSON 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 PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.

THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such 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, Distributors (as defined within the MiFID II Product Governance Requirements) should note that:  the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Nplus1 Singer Capital Markets Limited or Turner Pope Investments (TPI) Ltd. as the Joint Bookrunners (defined below) will only procure investors who meet the criteria of professional clients and eligible counterparties.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

This Announcement should be read in its entirety.  

Terms and conditions of, and the mechanics of participation in, the Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. 

No commission will be paid to Placees or by Placees in respect of any Placing Shares.

Details of the Placing Agreement and the Placing Shares

Nplus1 Singer Capital Market Limited ("N+1 Singer") and Turner Pope Investments (TPI) Ltd ("TPI") as joint bookrunners (together the "Joint Bookrunners" and each a "Joint Bookrunner") have entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, each of the Joint Bookrunners as agent for and on behalf of the Company, has agreed to use  their reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by either of the Joint Bookrunners.

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

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

The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

Application for Admission

Application will be made to the London Stock Exchange for Admission.

It is expected that Admission will take place at 8.00 a.m. on 15 December 2020 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

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

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

The Joint Bookrunners are arranging the Placing severally (and not jointly nor jointly and severally) as agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. Each of the Joint Bookrunners and any of their respective affiliates are entitled to participate in the Placing as principal.

The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by the Joint Bookrunners (in consultation with the Company) following completion of the Bookbuild.  The Joint Bookrunners will commence the Bookbuild today and it is expected to close no later than 4.30 p.m. on 11 December 2020 but may be closed earlier or later at the Joint Bookrunners' discretion.  The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

Each Placee's allocation of Placing Shares will be communicated orally by the relevant Joint Bookrunner to the relevant Placee.  That oral confirmation will give rise to an irrevocable, legally binding commitment by such Placee, in favour of the Joint Bookrunners and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association.  Except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.

Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Joint Bookrunner.  The contract note will set out the number of Placing Shares allocated, the Placing Price and the aggregate amount owed by such Placee to the relevant Joint Bookrunner.  The terms of this Appendix will be deemed incorporated in that contract note.

An offer to acquire Placing Shares which has been communicated by a prospective Placee to either of the Joint Bookrunners which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of the relevant Joint Bookrunner.

The Placing Price shall be payable to the Joint Bookrunners by all Placees.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing 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.

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

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

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

To the fullest extent permissible by law and applicable FCA rules, none of  (a) N+1 Singer, (b) any of N+1 Singer's affiliates, agents, directors, officers, employees or consultants, (c) to the extent not contained within (a) or (b), any person connected with N+1 Singer as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of N+1 Singer or (d) any person acting on N+1 Singer's behalf; (e) the Joint Bookrunner, (f) any of the Joint Bookrunner's affiliates, agents, directors, officers, consultants (g) to the extent not contained within (e) or (f), any person connected with the Joint Bookrunner as defined in FSMA ((e) and (f) being together "affiliates" and individually an "affiliate" of the Joint Bookrunner shall have any liability (including to the extent permissible by law, any fiduciary duties) to any Placee or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

Each Placee which has been allocated Placing Shares in the Placing will be sent a contract note by the relevant Joint Bookrunner stating, inter alia, the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by them to the relevant Joint Bookrunner.

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

Settlement of transactions in the Placing Shares (ISIN: GB00BJP1KD31) will take place within the CREST system, subject to certain exceptions.  Settlement through CREST will be with respect to the Placing Shares on a T+2 basis unless otherwise notified by the Joint Bookrunners and is expected to occur at 8.00 a.m. on 15 December 2020.

In accordance with the contract note, settlement will be on a delivery versus payment basis.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and each of the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form.

Each of the Joint Bookrunners 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.

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

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the contract note is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.

Conditions of the Placing

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

The obligations of each of the Joint Bookrunners under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

1.   none of the warranties or undertakings provided in the Placing Agreement by the Company being or having become untrue, inaccurate or misleading in any material respect at any time before Admission and no fact or circumstance having arisen which would constitute a material breach of any such warranties;

2.   the performance by the Company of certain obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission; and

3.   Admission occurring not later than 8.00 a.m. on 15 December 2020 or such later time as the Lead  Bookrunner may agree in writing with the Company (but in any event not later than 8.00 a.m. on 29 December 2020),

(all conditions to the obligations of each of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and N+1 Singer may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" below, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Certain Conditions may be waived in whole or in part by N+1 Singer in its absolute discretion and N+1 Singer may also agree in writing with the Company to extend the time for satisfaction of any condition.  Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

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

None of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Termination of the Placing

Either of the Joint Bookrunners may terminate its obligation under the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1.   it comes to the notice of a Joint Bookrunner that any statement contained in this Announcement or any presentation given in connection with the Placing, is or has become untrue, incorrect or misleading in any material respect or there is a material mistake in this Announcement or any presentation issued by or on behalf of the Company or that matters have arisen which constitute a significant new factor or would, if the Placing were made at that time, constitute a material omission from the terms of this Announcement or any documentation or announcement issued or published on behalf of the Company in connection with the Placing, or there arises any material new factor, mistake or inaccuracy relating to the information in this Announcement or any other document or announcement issued by or on behalf of the Company in connection with the Placing;

2.   it comes to the knowledge of the Joint Bookrunners that any of the warranties in the Placing Agreement was untrue, inaccurate or misleading when made or that any of the warranties in the Placing Agreement would be untrue,  inaccurate or misleading when repeated at Admission in each case in any material respect or a matter has arisen which gives rise to a claim under any of the indemnities in the Placing Agreement;       

3.   any of the Conditions shall have become incapable of fulfilment before the latest time provided for in the Placing Agreement; or

4.   there has occurred any change in national or international financial, market, industrial, economic or political conditions (including a material deterioration in, or a material escalation in response to, the COVID-19 pandemic) or there comes into effect any government regulation which, in any such case, in the opinion of either of the Joint Bookrunners (a) is likely to have a material and adverse effect on the financial position, the business or the prospects of the Company; or (b) renders the Placing or the creating of a market in the Ordinary Shares temporarily or permanently impracticable or inadvisable.

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, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company, or either of the Joint Bookrunners, of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that neither of the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. 

No prospectus

No prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and no such prospectus is required on the basis that all offers of Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. 

Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.

Representations, warranties and further terms

By participating in the Placing, each Placee and/or any person acting on such Placee's behalf acknowledges, agrees, represents, undertakes, and warrants with each of the Joint Bookrunners (for themselves  and as agents on behalf of the Company) that (save where the Joint Bookrunners expressly agree in writing to the contrary):

1.   it has read and understood this Announcement in its entirety and it agrees and acknowledges that the issue and acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained in this Appendix;

2.   it is a Relevant Person 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;

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

a.         it is a Qualified Investor; and

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

i.          the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale in circumstances where the Prospectus Regulation applies or to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has not been given to the offer or resale; or

ii.          where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

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

5.   it acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required.  In addition, the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States (or any state or other jurisdiction of the United States) Australia, Canada, Japan, the Republic of South Africa or the Republic of Ireland and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or in any country or jurisdiction where any such action for that purpose is required;

6.   it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

7.   it and/or each person on whose behalf it is participating (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and each of the Joint Bookrunners for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);

8.   it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

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

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

11.  the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account (the "Exchange Information"), and that it is able to obtain or access the Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

12.  it has made its own assessment of the Company, the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  It has not relied on (i) any investigation that the Joint Bookrunners or any person acting on either Joint Bookrunner's behalf may have conducted with respect to the Company, the Placing or the Placing Shares; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with Admission, the Company, the Placing, the Placing Shares or otherwise;

13.  neither the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company or any other person in addition to the information in this Announcement; nor has it requested either of the Joint Bookrunners, the Company, any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;

14.  the content of this Announcement has been prepared by and is exclusively the responsibility of the Company.  Neither of the Joint Bookrunners nor any persons acting on behalf of either of them are responsible for or has or shall have any liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or previously or concurrently published by or on behalf of the Company.  Neither of the Joint Bookrunners will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Exchange Information or otherwise.  Neither the Joint Bookrunners, the Company, or any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement or the Exchange Information.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

15.  the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement.  It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;

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

17.  it, or the person specified by it for registration as a holder of the Placing Shares will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and shall indemnify the Company and each of the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of either of the Joint Bookrunners who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions; 

18.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in those sections and that it, or the person specified by it for registration as holder of the Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

19.  it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither of the Joint Bookrunners has approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

21.  neither of the Joint Bookrunners, the Company, any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of each of the Joint Bookrunners' rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right.  Its participation in the Placing is on the basis that it is not and will not be a client of either of the  Joint Bookrunners and no Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA; 

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

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

24.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

25.  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

26.  it has neither received nor relied on any confidential or price-sensitive information concerning the Company in accepting this invitation to participate in the Placing;

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

28.  in order to ensure compliance with the Money Laundering Regulations 2017, the Joint Bookrunners (each for themselves and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to the Joint Bookrunners or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Bookrunners' or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity the Joint Bookrunners (each for themselves and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Joint Bookrunners and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

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

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

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

32.  the Company, the Joint Bookrunners and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Bookrunners, each on  their own behalf and on behalf of the Company and are irrevocable, and agree that if any of the representations and agreements deemed to have been made by it by its subscription for, or purchase of, Placing Shares, are no longer accurate, it shall promptly notify the Company and the Joint Bookrunners;

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

34.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners; and

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

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates, agents, consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by any Joint Bookrunner, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers 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 completion of the Placing.

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

The acknowledgements, representations, undertakings and warranties contained in this Appendix are given to each Joint Bookrunner for itself and as agent on behalf of the Company and are irrevocable and will survive completion of the Placing.

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

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

References to time in this Announcement are to London time, unless otherwise stated.  All times and dates in this Announcement may be subject to amendment.

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

The price of Placing Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Placing Shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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

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

DEFINITIONS

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

"Acquisition Agreement" means the agreements, dated 11 December 2020, between the Company and certain of the existing shareholders of Beond Group Limited pursuant to which the Company is to acquire the entire issued and to be issued share capital of Beond Group Limited;

"Admission" means admission of the Placing Shares and 63,771,130 of the Consideration Shares to trading on AIM;

"AIM" means AIM, the market of that name operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement;

"Announcement" means this announcement including, but not limited to, the Appendix and the information contained therein;

"Appendix" means the appendix to this Announcement;

"Bookbuild" means the book building process undertaken by the Joint Bookrunners to determine demand for participation in the Placing;

"Company" means eEnergy Group plc;

"Consideration Shares" means the 64,948,456 new Ordinary Shares to be issued by the Company pursuant to the Acquisition Agreement;

"EEA" means the European Economic Area;

"Exchange Information" has the meaning set out in warranty 11 of the Appendix;

"FCA" the UK Financial Conduct Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as amended from time to time);

"Joint Bookrunners" has the meaning set out in the section of the Appendix headed "Details of the Placing Agreement and the Placing Shares";

"TPI " means Turner Pope Investments (TPI) Ltd.;

"N+1 Singer" means Nplus1 Singer Capital Markets Limited;

"LIBOR" means the London Interbank Offered Rate;

"London Stock Exchange" means London Stock Exchange plc;

"MAR" means the EU Market Abuse Regulation (No.596/2014) (as may be amended from time to time);

"Ordinary Shares" means the ordinary shares of 0.3 pence each in the capital of the Company;

"Placee" means a person who is invited to and chooses to participate in the Placing by making or accepting an offer to acquire Placing Shares;

"Placing" means the placing of the Placing Shares at the Placing Price by the Joint Bookrunners pursuant to the terms of the Placing Agreement;

"Placing Agreement" means the agreement dated 11 December 2020 and entered into between both of the Joint Bookrunners and the Company;

"Placing Price" means the price at which the Placees subscribe for the Placing Shares priced at 10 pence per Placing Share;

"Placing Shares" means the new Ordinary Shares that the Company will allot pursuant to the Placing;

"Prospectus Regulation" means the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market as may be amended from time to time;

"Qualified Investor" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "Qualified Investors" means more than one Qualified Investor);

"Regulatory Information Service" has the meaning given to it in the AIM Rules;

"Relevant Member State" means a member state of the EEA which has implemented the Prospectus Regulation;

"Relevant Person" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "Relevant Persons" means more than one Relevant Person);

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"US" means the United States of America; and

"US Securities Act" means the US Securities Act of 1933, as amended from time to time.