Proposed Equity Raise

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

30 March 2021

Time Out Group plc
("Time Out" or the "Company")

Proposed Equity Raise

Cornerstone Investment by Lombard Odier

Proposed equity raise of approximately £15.0 million by way of a Firm Placing, a Retail Offer, a Conditional Placing and a Placing and Open Offer of 42,857,661 New Ordinary Shares at 35 pence per New Ordinary Share, underpinned by a cornerstone investment by Lombard Odier.

The Company today announces its intention to raise approximately £15.0 million, before expenses, by way of a Firm Placing, a Retail Offer, a Conditional Placing and a Placing and Open Offer, in each case at an issue price of 35 pence per New Ordinary Share (the "Issue Price") (together the "Capital Raising"). The Capital Raising is underpinned by Lombard Odier, who have agreed to subscribe for New Ordinary Shares representing up to £15.0 million through the Capital Raising. The Issue Price represents a discount of approximately 16.7 per cent. to the Closing Price of 42 pence per Existing Ordinary Share on 29 March 2021 (being the latest practicable date prior to the release of this announcement (together with the Appendix, the "Announcement")).

On 23 March 2021, Time Out announced that it was reviewing an equity funding proposal that would provide the Company with financial and operational flexibility. Further to this Announcement, Lombard Odier has today committed to subscribe at the Issue Price for 10,034,286 New Ordinary Shares on a firm basis (with a priority allocation) and up to a further 32,822,856 New Ordinary Shares subject to, inter alia, clawback to satisfy demand from other existing and new investors and, in the case of the Conditional Placing, the approval of the Company's Shareholders. Whilst the Company had available cash reserves of approximately £6.7 million as at 28 February 2021, the Directors believe that the proposal by Lombard Odier provides additional balance sheet strength to increase the Company's financial and operational flexibility, positioning the Group to emerge from the impact of the pandemic in a stronger position. The additional liquidity delivered by the Capital Raising is expected to provide the Company with sufficient working capital to November 2022 and past the point when the Company anticipates a return to cash generation as trading recovers from the impact of COVID-19.

The Firm Placing consists of 24,320,000 New Ordinary Shares to raise gross proceeds of approximately £8.5 million at the Issue Price, of which a maximum of 14,285,714 New Ordinary Shares will be made available to existing and other institutional investors, excluding Lombard Odier. In addition to a firm commitment for 10,034,286 New Ordinary Shares pursuant to the Firm Placing, Lombard Odier has agreed to subscribe for any New Ordinary Shares under the Firm Placing that are not taken up by other institutional investors.

Concurrent to the Firm Placing, there will be a Retail Offer via PrimaryBid at the Issue Price to provide an opportunity for retail investors in the United Kingdom to participate in the Capital Raising. The Retail Offer consists of up to 4,000,000 New Ordinary Shares, representing gross proceeds of up to approximately £1.4 million at the Issue Price. A separate announcement is expected to be made shortly following this Announcement regarding this Retail Offer. Lombard Odier has agreed to subscribe for any New Ordinary Shares not taken up by other investors pursuant to the Retail Offer.

The Conditional Placing is expected to consist of 10,537,118 New Ordinary Shares to be placed with Lombard Odier at the Issue Price, to raise gross proceeds of approximately £3.7 million. Subject to demand from existing and other institutional investors to participate in the Capital Raising, the Directors have preserved the flexibility to increase the size of the Conditional Placing by placing up to a further 5,714,286 New Ordinary Shares with Lombard Odier, raising gross proceeds of up to approximately £2.0 million and resulting in an increased Capital Raising size of approximately £17.0 million (before expenses). Completion of the Conditional Placing will be conditional upon, among other things, the approval by the Company's Shareholders of certain resolutions (the "Conditional Placing Resolutions") to be proposed at a general meeting of the Company (the "General Meeting").

The Company considers it important that existing Shareholders who are not able to take part in the Firm Placing, the Conditional Placing or the Retail Offer have an opportunity to participate in the Capital Raising. The Company is therefore providing Qualifying Shareholders with the opportunity to subscribe for up to 4,000,543 New Ordinary Shares at the Issue Price pursuant to an Open Offer, to raise gross proceeds of up to approximately £1.4 million. The Open Offer will include an excess application facility to enable Qualifying Shareholders to apply for additional New Ordinary Shares in excess of their entitlements under the Open Offer. Lombard Odier has agreed to subscribe for up to 4,000,543 Placing Shares, subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer. 

The Firm Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this Announcement and will be made available to new and existing eligible institutional investors. The Firm Placing is subject to the terms and conditions set out in the Appendix to this Announcement. Liberum Capital Limited ("Liberum") is acting as sole bookrunner in relation to the Firm Placing. The Bookbuild is expected to remain open until the afternoon of 31 March 2021, however this remains subject to change at the discretion of Liberum (in consultation with the Company).

Julio Bruno, CEO of the Time Out, said:

"Thanks to our supportive investors, this equity raise announced today will help position us to make the most of our post pandemic opportunity, as we grow our digital advertising proposition and reopen the doors of our existing Time Out Markets and open the doors to new ones, with our Markets transforming spaces and increasing footfall to locations in great cities around the world."

Capital Raising - Further Information

·      It is expected that 42,857,661 New Ordinary Shares will be issued pursuant to the Capital Raising, which represents approximately 15.1 per cent. of the Existing Ordinary Shares. The Directors have preserved flexibility to increase the size of the Capital Raising to a maximum of 48,571,947 New Ordinary Shares, which represents approximately 17.1 per cent. of the Existing Ordinary Shares.

·      Lombard Odier has agreed to subscribe for New Ordinary Shares representing up to approximately £15 million at the Issue Price pursuant to the Capital Raising, comprising a minimum of 10,034,286 Firm Placing Shares and up to a maximum of 24,320,000 Firm Placing Shares, up to 4,000,000 New Ordinary Shares representing the number of New Ordinary Shares not taken up under the Retail Offer, up to 16,251,404 Conditional Placing Shares and up to 4,000,543 Placing Shares, subject always to the aggregate participation of Lombard Odier in the Capital Raising not exceeding £15.0 million. As at 29 March 2021 (being the latest practicable date prior to the release of this Announcement), Lombard Odier had an interest in 37,771,763 Existing Ordinary Shares representing approximately 13.3 per cent. of the Existing Ordinary Shares. If Lombard Odier were to subscribe for 42,857,142 New Ordinary Shares pursuant to the Capital Raising, its interest in the Enlarged Share Capital would be approximately 24.7 per cent.

·      For the avoidance of doubt, neither the Capital Raising nor Lombard Odier's commitments pursuant to the Capital Raising are being underwritten by Liberum or any other party, whether as to settlement risk or otherwise.

·      The timing for the close of the Bookbuild and allocation of the Firm Placing Shares shall be at the discretion of Liberum, in consultation with the Company.

·      At the Company's Annual General Meeting held on 28 September 2020, the Directors were granted authorities to allot shares and disapply pre-emption rights under section 551 and section 570 of the Act. Whilst these authorities are sufficient to enable the Company to allot and issue the full amount of Firm Placing Shares pursuant to the Firm Placing, Retail Offer Shares pursuant to the Retail Offer and New Ordinary Shares to be issued pursuant to the Placing and Open Offer, these authorities are insufficient to enable the Company to allot and issue the Conditional Placing Shares to Lombard Odier pursuant to the Conditional Placing. Accordingly, the Conditional Placing is conditional upon, amongst other things, the Directors obtaining additional Shareholder authorities at the General Meeting to allot the Conditional Placing Shares pursuant to the Conditional Placing and to disapply statutory pre-emption rights which would otherwise apply to such allotment. If the Conditional Placing Resolutions ‎are not approved by Shareholders at the General Meeting, the Conditional Placing will not complete.

·      The Firm Placing and Retail Offer are conditional upon:

o  First Admission becoming effective by not later than 8.00 a.m. on 6 April 2021; and

o  the Placing and Open Offer Agreement becoming unconditional with respect to First Admission and not having been terminated by Liberum in accordance with its terms.

·      The Conditional Placing and the Placing and Open Offer are further conditional upon:

o  in relation to the Conditional Placing only, the Conditional Placing Resolutions being passed by Shareholders at the General Meeting;

o  Second Admission becoming effective by not later than 8.00 a.m. on 21 April 2021; and

o  the Placing and Open Offer Agreement becoming unconditional with respect to Second Admission and not having been terminated by Liberum in accordance with its terms.

·      The Firm Placing, the Retail Offer and the Placing and Open Offer are not conditional upon the passing of the Conditional Placing Resolutions at the General Meeting and the Firm Placing and the Retail Offer are not conditional upon completion of the Conditional Placing and/or the Placing and Open Offer. The Placing and Open Offer is not conditional upon completion of the Conditional Placing. It is therefore possible that the Firm Placing, the Retail Offer and/or the Placing and Open Offer proceed, but the Conditional Placing does not. It is also possible that the Firm Placing and/or the Retail Offer proceed, but the Conditional Placing and/or the Placing and Open Offer do not. It is not envisaged that the Retail Offer will proceed in circumstances where the Firm Placing does not.

·      The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Firm Placing.

·      The Company expects to publish a circular (the "Circular") in connection with the Conditional Placing and the Placing and Open Offer following the closure of the Bookbuild, in order to convene the General Meeting. Full details, including terms and conditions, of the Open Offer will be included in the Circular.

·      In aggregate, irrevocable undertakings to (a) vote in favour of the Conditional Placing Resolutions and (b) not take up Open Offer Entitlements or apply for Open Offer Shares pursuant to the Excess Application Facility, have been provided by each of the Directors of the Company who are Shareholders in the Company (being Mr. Julio Bruno, Mr. Peter Dubens and Mr. David Till), Oakley Capital Private Equity L.P. ("OCPE"), Oakley Capital Investments Limited ("OCI") and Lombard Odier. These irrevocable undertakings relate to an aggregate of 189,811,839 Existing Ordinary Shares held by such Shareholders representing approximately 67.0 per cent. of the Existing Ordinary Shares.

·      In addition, OCPE, OCI, and the Directors have confirmed that they will not be participating in the Firm Placing.

·      Applications will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings in respect of the Firm Placing Shares and the Retail Offer Shares will commence at 8.00 a.m. on 6 April 2021. It is expected that Second Admission will become effective and that dealings in respect of the New Ordinary Shares to be issued pursuant to the Placing and Open Offer and (assuming, among other things, that the Conditional Placing Resolutions are passed at the General Meeting) the Conditional Placing Shares will commence at 8.00 a.m. on 21 April 2021.

Background to and reasons for the Capital Raising

As announced in the Company's unaudited results for the six months ended 31 December 2020, the Group experienced a continued period of significant disruption as a consequence of the COVID-19 pandemic. Prior to the escalation of the COVID-19 pandemic, the Group was performing in line with its expectations. However, the Company saw a decline in gross revenue of 74 per cent. and a decline in net revenue of 69 per cent. in the six-month period ended 31 December 2020, due to the forced closure of the Time Out Markets and the sharp decline in advertising revenues generated by Time Out Media from the travel and leisure sectors.

Due to extended government restrictions, the Time Out Markets have been heavily disrupted. All Markets were largely closed in the six-month period ended 31 December 2020, with periods of partial re-openings during July and August 2020 that were subjected to significant restrictions. With the exception of Miami, which re-opened on 18 March 2021, the Time Out Markets remain temporarily closed.

Despite the on-going restrictions in the year, the Group continues to make progress in opening new markets and signing new management agreements. On 4 November 2020, the Company announced that its seventh Market location would be opening in Dubai during the first half of 2021, as part of a management agreement with Emaar Malls. The Dubai Market will be the first Time Out Market in the Middle East and is expected to open on 7 April 2021. On 3 February 2021, the Company announced the signing of the fourth management agreement with leading real estate developer, Aldar Properties, to develop Time Out Market Abu Dhabi, which is expected to open in 2023. Although delays may occur in respect of the proposed opening of further Time Out Markets as a result of the COVID-19 pandemic, with progress continuing towards new site openings expected in Porto in 2022, Abu Dhabi in 2023 and Prague in 2025, the Group continues to pursue further growth through the execution of its Time Out Markets strategy. However, there can be no certainty in relation to the potential opening of these proposed new Time Out Markets in the current circumstances.

In relation to the Time Out Media business, during 2020 the Company implemented a number of cost saving measures and suspended all print publications in response to the COVID-19 pandemic. In the six-month period ended 31 December 2020, the Group saw a limited return of print editions in the UK, Portugal and Spain in response to advertiser demand and where it was considered to be economically viable. However, the sustained disruption has materially impacted the gross profit compared to the prior six months, despite the improved gross margin reflecting the greater focus on digital revenue. The second lockdown in the UK and continued restrictions globally have again delayed media spend as advertisers assess the impact of vaccination rollouts and the return of consumer confidence. The Group has continued with the cost saving measures implemented earlier in 2020 and has also identified significant additional initiatives in the period. The brand and its content pivoted to 'Time In' allowing the Company to remain relevant to and engaged with its home-bound audience. Whilst the Group has returned to its 'Time Out' headline, 'Time In' continues, which represents a new way for the Group to share up-to-date professionally curated content relevant to its audience, whether at home or heading out. The Group has continued its focus on higher-margin digital offerings, with the Group's 'Creative Solutions' team continuing to successfully partner with global brands, including Google.

As at 28 February 2021, the Company had available cash reserves of approximately £6.7 million. As the Time Out Markets reopen and customers return, and as advertising markets for travel, hospitality and leisure return, the Company's current cash out flows of approximately £2.0 million per month are anticipated to reduce over the course of 2021 and early 2022 with the expectation that the Company becomes cash generative by the second quarter of 2022. On the assumption that the Company raises not less than £15 million of gross proceeds pursuant to the Capital Raising, even when applying the Company's downside assumptions, whereby the current global restrictions on travel and the hospitality sector remain until the late summer of 2021, with the resultant impact that the Media business revenues remain at their currently supressed levels until August 2021 and the Time Out Markets remain closed until September 2021, the Company expects to have sufficient working capital until November 2022 when £24.5 million becomes repayable under the Incus Facility Agreement. The Directors believe that the Company's expected return to cash generation in 2022 will put the Company in a relatively stronger position to review and re-finance its debt position at this time.

In practice, the Company is expecting restrictions to continue to be eased in its primary markets in the next few months and for advertising revenues to begin to recover and remaining Time Out Markets to open globally in or around June 2021. It is expected that the average revenue at the Time Out Markets in 2021 will reach less than one third of pre-COVID levels in June 2021, rising to above half by the end of the year. The Company expects a period of cautious growth in non-print revenue with 2021 and 2022 levels remaining below 2019 levels. As a result of a strategic downsizing of the print business, revenue will be significantly lower, with revenue levels in 2021 and 2022 below 50 per cent. of 2019 levels, but revenue is expected to be at an improved margin. The Company has announced its withdrawal from the planned development of the Waterloo market and it now expects that its capital expenditure will be limited to approximately £3.6 million in connection with the site development of the new Time Out Market in Porto in 2022, with no further capital expenditure planned in 2022. The Company anticipates a cautious recovery period throughout the rest of 2021 and 2022, with a steady state reached in 2023.

The Directors believe that, following completion of the Capital Raising, a continued cost management programme and further strategic initiatives, the Company will emerge, following the impact of COVID-19, with a greater digital focus, higher operating margins due to an optimised cost base, more Time Out Markets open and a large global audience that has remained engaged with 'Time Out' and its content.

 

Current Trading and Prospects

The Company's results for the six months ended 31 December 2021 were released on 30 March 2021. As noted in the Company's results announcement, the Group has faced significant disruptions to the Time Out Markets as a result of extended government restrictions and the Time Out Media business faced significant reductions in advertising due to lockdowns. The Group's global brand audience decreased by 7 per cent. to a monthly average of 64 million (2019: 69 million) due to closure of the Markets and limited print offerings. Despite this, the Group has maintained monthly average of 37 million social followers, reflecting the continued appeal of Time Out's editorially curated content. Whilst it is clear that the current circumstances continue to have a significant negative impact on the Group's trading, there is no clarity over the duration and severity of the necessary response to the COVID-19 pandemic and as such the Group is not able to provide a clear outlook for the rest of the current financial year and beyond. The Board is encouraged by the opening of a new Market in Dubai, the re-opening of the Miami Market.

On 23 March 2021, the Company announced that its subsidiary, Time Out Market Central London Limited, has informed London & Continental Railways Limited that it will no longer be proceeding with the development of Time Out Market London (Waterloo) due to the impact of the COVID-19 pandemic and to focus on the strong pipeline of management agreement opportunities.

With the opening of the world's cities on the horizon, the Board believes that Time Out is set to emerge post pandemic with a greater digital focus, higher operating margins due to an optimised cost base, more Markets open and a large global audience that has remained engaged with Time Out and its content. The Board is particularly encouraged by the growing pipeline of potential new Time Out Market management agreements and the recurring earnings stream they offer, without the need for further capital expenditure, and the Board is confident that once restrictions are eased the progress seen in existing Markets prior to the pandemic, will continue.

 

Use of Proceeds

It is currently expected that the net proceeds of the Capital Raising will be utilised primarily to:

·      support general working capital requirements given the continued significant impact of the COVID-19 outbreak on trading, which is expected to continue in the near-term;

·      strengthen the Company's balance sheet in the wake of the impact of COVID-19 in order to be prepared for the Company's downside scenario; and

·      fund the Company's capital expenditure related to the Porto Time Out Market.

If the Conditional Placing Resolutions are not passed at the General Meeting, the anticipated net proceeds of the Conditional Placing will not become available to the Company and the net proceeds of the Capital Raising will be reduced by approximately £3.3 million. If the Firm Placing and the Retail Offer complete, but the Conditional Placing and the Placing and Open Offer do not, the net proceeds of the Capital Raising will not exceed approximately £9.5 million.

 

Related Party Transaction

As at 29 March 2021 (being the latest practicable date prior to the release of this Announcement), Lombard Odier had an interest in 37,771,763 Existing Ordinary Shares representing approximately 13.3 per cent. of the Existing Ordinary Shares and has agreed, pursuant to the Lombard Odier Commitment Letter, to subscribe for (a) a minimum of 10,034,286 Firm Placing Shares and up to a maximum of 24,320,000 Firm Placing Shares in total, (b) up to 4,000,000 New Ordinary Shares representing the number of New Ordinary Shares not taken up under the Retail Offer, (c) up to 16,251,404 Conditional Placing Shares, subject to, inter alia, the passing of the Conditional Placing Resolutions ‎at the General Meeting, and (d) up to 4,000,543 Placing Shares (subject to clawback to satisfy valid acceptances by Qualifying Shareholders under the Open Offer), subject always to the aggregate participation of Lombard Odier in the Capital Raising not exceeding £15.0 million.

By virtue of Lombard Odier holding more than 10 per cent. of the Existing Ordinary Shares, it is considered to be a related party of the Company for the purposes of the AIM Rules. Therefore, the participation of Lombard Odier in the Capital Raising and the entry into the Lombard Odier Commitment Letter is, for the purpose of AIM Rule 13, considered to be a "Related Party Transaction".

The Directors consider, having consulted with the Company's nominated adviser, Liberum, that the terms of the transaction pursuant to the Lombard Odier Commitment Letter are fair and reasonable insofar as Shareholders are concerned.

Following Second Admission, it is expected that Lombard Odier will have an interest in at least 64,057,453 Ordinary Shares, representing approximately 19.6 per cent. of the Enlarged Share Capital (assuming full take up of the Open Offer by Qualifying Shareholders, full take up under the Retail Offer, the passing of the Conditional Placing Resolutions at the General Meeting and a Capital Raising of 42,857,661 New Ordinary Shares).

 

Irrevocable undertakings and director participations

As at 29 March 2021, being the latest practicable date prior to the release of this Announcement:

·      Mr. Peter Dubens, a Director holds 4,945,022 Existing Ordinary Shares, representing 1.7 per cent. of the Existing Ordinary Shares;

·      Mr. Julio Bruno, a Director holds 392,124 Existing Ordinary Shares, representing 0.1 per cent. of the Existing Ordinary Shares;

·      Mr. David Till, a Director holds 214,280 Existing Ordinary Shares, representing 0.1 per cent. of the Existing Ordinary Shares;

·      OCPE, holds 80,461,015 Existing Ordinary Shares, representing 28.4 per cent. of the Existing Ordinary Shares;

·      OCI, holds 67,436,385 Existing Ordinary Shares, representing 23.8 per cent. of the Existing Ordinary Shares; and

·      Lombard Odier, holds 36,363,013 Existing Ordinary Shares, representing 12.8 per cent. of the Existing Ordinary Shares.

The Directors who are Shareholders (being Mr. Peter Dubens, Mr. Julio Bruno and Mr. David Till) have each given an irrevocable undertaking to:

·      vote or, where applicable, to procure the casting of votes by their connected persons (as defined in section 252 of the Act), in favour of the Conditional Placing Resolutions in respect of their own (or, as applicable, their connected persons') beneficial holding of Existing Ordinary Shares; and

·      not take up their Open Offer Entitlement pursuant to the Open Offer or apply for Open Offer Shares pursuant to the Excess Application Facility.

Further, OCPE, OCI and Lombard Odier have each given an irrevocable undertaking to:

·      vote or, where applicable, to procure the casting of votes by their affiliates, in favour of the Conditional Placing Resolutions in respect of their own (or, as applicable, their affiliates') beneficial holding of Existing Ordinary Shares; and

·      not take up their Open Offer Entitlement pursuant to the Open Offer or apply for Open Offer Shares pursuant to the Excess Application Facility.

The irrevocable undertakings summarised above relate to an aggregate of 189,811,839 Existing Ordinary Shares held by such Shareholders representing approximately 67.0 per cent. of the Existing Ordinary Shares.

Importance of Vote

The Conditional Placing Resolutions to be proposed at the General Meeting include a special resolution and, to be passed, will require the support of three-quarters of the total voting rights of Shareholders who (being entitled to do so) vote on such resolution at the General Meeting. The Conditional Placing is conditional, inter alia, on the passing of the Conditional Placing Resolutions. None of the Firm Placing, the Retail Offer or the Placing and Open Offer are conditional on the passing of the Conditional Placing Resolutions at the General Meeting.

Irrevocable undertakings to vote in favour of the Conditional Placing Resolutions have been provided by each of the Directors of the Company who are Shareholders in the Company (being Mr. Julio Bruno, Mr. Peter Dubens and Mr. David Till), OCPE, OCI and Lombard Odier. The irrevocable undertakings summarised above relate to an aggregate of 189,811,839 Existing Ordinary Shares held by such Shareholders representing approximately 67.0 per cent. of the Existing Ordinary Shares.

Notwithstanding this, in the event that the Conditional Placing Resolutions are not passed at the General Meeting, the Company will not be able to proceed with the Conditional Placing, with the result that the anticipated net proceeds of the Conditional Placing will not become available to the Company. Shareholders should note that if the Conditional Placing Resolutions are not passed at the General Meeting and the Company is unable to proceed with the Conditional Placing, the anticipated net proceeds of the Capital Raising will be reduced by approximately £3.3 million and the Company may have insufficient working capital to execute its intended strategy during 2022 and may find itself unable to prepare accounts on a going concern basis without first securing further external bank finance and/or other alternative sources of finance, which may or may not be forthcoming.

The Directors consider that the scenario described above would not be in the best interests of the Company or its Shareholders as a whole and that any alternative financing, if available, could be on less favourable terms and could lead to more substantial dilution for Shareholders than would be the case under the proposed Capital Raising. Accordingly, the Directors believe that the passing of the Conditional Placing Resolutions is in the best interests of Shareholders and recommend that Shareholders vote in favour of the Conditional Placing Resolutions at the General Meeting.

 

For further information, please contact:
Time Out Group plc	Tel: +44 (0) 207 813 3000
Julio Bruno, CEO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Broker)	Tel: +44 (0) 203 100 2222
Andrew Godber / Clayton Bush / Edward Thomas
FTI Consulting LLP	Tel: +44 (0) 203 727 1000
Edward Bridges / Stephanie Ellis / Fiona Walker

 

 

Important Notices

 

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

 

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties.  The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

 

This Announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register any portion of the Capital Raising in the United States or to conduct a public offering of securities in the United States.  

 

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

 

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in article 2(e) of the UK Prospectus Regulation and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Capital Raising will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

 

This Announcement has been issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 

 

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner for the Company and for no-one else in connection with the Capital Raising, and Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Capital Raising or any other matter referred to herein.

 

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

 

The Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the New Ordinary Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

 

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.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (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 New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors (pursuant to the Capital Raising) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK 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 New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

Liberum may, in accordance with applicable laws and regulations, engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Open Offer Record Date	6.00 p.m. on 29 March 2021
Announcement of the Capital Raising	30 March 2021
Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange	30 March 2021
Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	31 March 2021
Announcement of the results of the Firm Placing and the Retail Offer	31 March 2021
Date of the posting of the Circular, Forms of Proxy and Application Forms	1 April 2021
First Admission and commencement of dealings in the Firm Placing Shares and the Retail Offer Shares on AIM expected to commence	8.00 a.m. on 6 April 2021
Expected date for CREST accounts to be credited with Firm Placing Shares in uncertificated form	As soon as practicable after 8.00 a.m. on 6 April 2021
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 13 April 2021
Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST	3.00 p.m. on 14 April 2021
Latest time and date for splitting Application Forms (to satisfy bona fide market claims in relation to Open Offer Entitlements only)	3.00 p.m. on 15 April 2021
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system	11.00 a.m. on 16 April 2021
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of the relevant CREST instructions (as appropriate)	11.00 a.m. on 19 April 2021
General Meeting	11.00 a.m. on 20 April 2021
Results of the General Meeting and the Open Offer expected to be announced through a Regulatory Information Service	20 April 2021
Second Admission and commencement of dealings in the Conditional Placing Shares and the New Ordinary Shares to be issued pursuant to the Placing and Open Offer on AIM expected to commence	8.00 a.m. on 21 April 2021
Expected date for CREST accounts to be credited with the Conditional Placing Shares and the New Ordinary Shares to be issued pursuant to the Placing and Open Offer in uncertificated form	As soon as practicable after 8.00 a.m. on 21 April 2021
Expected date for dispatch of definitive share certificates in respect of the Open Offer Shares to be issued in certificated form	by 6 May 2021

 

Each of the times and dates in the table above is indicative only and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. References to times are to London time unless stated otherwise. The timetable above assumes that the Conditional Placing Resolutions are passed at the General Meeting without amendment and that the Placing and Open Offer Agreement becomes unconditional in all respects with respect to Firm Admission and Second Admission and is not terminated in accordance with its terms by Liberum.

FURTHER DETAILS OF THE CAPITAL RAISING

The Open Offer

The Company considers it important that Shareholders who are not able to take part in the Firm Placing, the Conditional Placing or the Retail Offer have an opportunity to participate in the Capital Raising. The Company will therefore provide Qualifying Shareholders with the opportunity to subscribe for up to 4,000,543 New Ordinary Shares at the Issue Price pursuant to an Open Offer, to raise up to approximately £1.4 million. Pursuant to the Placing, Lombard Odier has agreed on a conditional basis to subscribe for up to 4,000,543 Placing Shares, subject to clawback from Qualifying Shareholders under the Open Offer. Each of the Directors of the Company who are Shareholders in the Company (being Mr. Julio Bruno, Mr. Peter Dubens and Mr. David Till, OCPE, OCI and Lombard Odier have irrevocably undertaken not take up their respective Open Offer Entitlements or to apply for Open Offer Shares pursuant to the Excess Application Facility. These irrevocable undertakings relate to an aggregate of 189,811,839 Existing Ordinary Shares held by such Shareholders representing approximately 67.0 per cent. of the Existing Ordinary Shares, resulting in an expected 2,679,696 additional Open Offer Shares (representing the aggregate of their these Shareholders' Open Offer Entitlements) being made available to other Qualifying Shareholders under the Excess Application Facility). It is anticipated that any further irrevocable undertakings received by the Company from existing Shareholders prior to the publication of the Circular will be disclosed in the Circular.

Subject to fulfilment of the conditions set out below, the Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders as at the Open Offer Record Date on the following basis:

6 Open Offer Shares for every 425 Existing Ordinary Shares held by Qualifying Shareholders

Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be aggregated and made available to Qualifying Shareholders pursuant to the Excess Application Facility.

The Open Offer is conditional upon, inter alia, Second Admission. The proceeds of the Open Offer are anticipated to amount to up to approximately £1.4 million, before expenses. If the conditions of the Open Offer are not satisfied, the Open Offer will not be implemented and any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants at their own risk, by cheque (or returned direct to the account of the bank or building society on which the relevant cheque or banker's draft was drawn) in the case of Qualifying Non-CREST Shareholders and by way of a CREST Payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable, but within 14 days, thereafter.

Excess Applications

The Open Offer will be structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Open Offer Entitlement. To the extent that pro rata entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications. Applications under the Excess Application Facility may be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that any applications under the Excess Application Facility by Qualifying Shareholders will be met in full or in part or at all. Applications made under the Excess Application Facility will be scaled back at the Directors' discretion if applications are received from Qualifying Shareholders for more than the number of Open Offer Shares available under the Excess Application Facility.

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Further information on the Open Offer will be set out in the Circular.

Overseas Shareholders

Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer.

Takeover Code Implications

The Company is a public limited company incorporated in England and Wales whose Ordinary Shares are admitted to trading on AIM. Accordingly, it is a company which is subject to the Takeover Code.

At the time of the Company's IPO, a concert party was presumed to exist between a pre-IPO shareholding group which included the Oakley Shareholders, OCPE, Invesco, Woodford and two directors of the Company associated with the Oakley Shareholders, Peter Dubens and Alexander Collins (the "Concert Party Group").

Since the IPO, Woodford has disposed of its Ordinary Shares and therefore no longer forms part of the Concert Party Group. In addition, Invesco is no longer an "associate" of OCI since it no longer holds an interest in shares carrying 20 per cent. or more of the voting rights in OCI (as it did at the time of the IPO in 2016), and the Company has agreed with the Panel Executive that Invesco no longer forms part of the Concert Party Group.

The Concert Party Group, which comprises (among others) the Oakley Shareholders, OCPE (by virtue of it being the sole shareholder of TO and TONY) and Peter Dubens, currently holds approximately 54.0 per cent. of the Existing Ordinary Shares. Of this percentage, OCPE (through TO and TONY) indirectly holds approximately 28.4 per cent. of the Existing Ordinary Shares with the remaining members of the Concert Party Group also individually holding Ordinary Shares which represent less than 30 per cent. of the Existing Ordinary Shares.

Following Second Admission, the Concert Party Group is expected to hold approximately 46.9 per cent. of the Enlarged Share Capital (assuming none of the Concert Party Group participates in the Capital Raising and the Conditional Placing Resolutions are passed at the General Meeting). In addition, following Second Admission, no member of the Concert Party Group is expected individually to hold 30 per cent. or more of the Enlarged Share Capital.

Therefore, following completion of the Capital Raising, the members of the Concert Party Group are expected to hold in aggregate more than 30 per cent. but less than 50 per cent. of the Company's voting share capital. Accordingly, under Rule 9.1 of the Takeover Code, any acquisition of Ordinary Shares carrying voting rights by any member of the Concert Party Group will, in the absence of a waiver of such obligation from the Panel Executive, trigger an obligation on the Concert Party Group to make a general offer. In addition, no member of the Concert Party Group will be restricted from making an offer for the Company.

Under the terms of the Relationship Agreement, the Oakley Shareholders, OCPE and Oakley Capital I Limited (formerly known as Oakley Capital GP Limited) have agreed not to acquire any further Ordinary Shares, subject to certain exceptions.

Incus Facility Agreement

No changes are being made to the Incus Facility Agreement in connection with the Capital Raising. On 23 March 2021, the Company announced that its subsidiary, Time Out Market Central London Limited ("TMCL"), had informed London & Continental Railways Limited that it would no longer be proceeding with the development of Time Out Market London (Waterloo) due to the impact of the COVID-19 pandemic. In connection with this decision, it is possible that insolvency proceedings may be commenced in the future in relation to TMCL as a result of the inability of TMCL to comply with its future contractual obligations under the lease relating to the proposed Time Out Market in London Waterloo. If it becomes necessary to commence such proceedings, this and/or related matters concerning Time Out Market London (Waterloo) could constitute a technical breach of the Incus Facility Agreement, giving rise to an ability on the part of Incus to call an event of default. As at the date of this Announcement, the Group has discussed the withdrawal of TMCL from the proposed Time Out Market in London Waterloo with Incus. Incus has confirmed that it is supportive of the steps taken by the Group in connection with the Time Out Market in Waterloo and has agreed to waive the potential event of default under the Incus Facility Agreement relating to potential insolvency proceedings in respect of TMCL connected to this matter. However, whilst the Group believes that liabilities are unlikely to arise in the context of the Group's withdrawal from the proposed Time Out Market in London Waterloo, there can be no assurance that the Group will not be subject to claims or disputes which could distract management time and/or give rise to losses or damage to the Group's reputation and brand.

Definitions

 

"Act"	the Companies Act 2006 (as amended)
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	this announcement, including its appendix
"Annual General Meeting"	the annual general meeting of the Company held on 28 September 2020
"Application Form"	the personalised application form to accompany the Circular (where appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) may apply to subscribe for Open Offer Shares under the Open Offer
"Board" or "Directors"	the directors of the Company as at the date of this Announcement
"Capital Raising"	the Firm Placing, the Retail Offer, the Conditional Placing and the Placing and Open Offer
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (i.e. not in CREST)
"Circular"	the circular to be published by the Company in connection with the Conditional Placing and the Placing and Open Offer
"Closing Price"	the closing middle market quotation of the Existing Ordinary Shares, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "Time Out"	Time Out Group plc, a company incorporated in England & Wales and with registered number 07440171
"Concert Party Group"	the concert party presumed to exist between a shareholding group which includes, inter alios, the Oakley Shareholders, OCPE, and two directors of the Company associated with the Oakley Shareholders, Peter Dubens and Alexander Collins
"Conditional Placing"	the placing by Liberum of up to 16,521,404 Conditional Placing Shares at the Issue Price with Lombard Odier, conditional upon, inter alia, the passing of the Conditional Placing Resolutions at the General Meeting
"Conditional Placing Shares"	up to 16,251,404 New Ordinary Shares to be issued to Lombard Odier at the Issue Price pursuant to the Conditional Placing
"Conditional Placing Resolutions"	the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting and "Conditional Placing Resolution" shall be a reference to any one of them
"CREST"	a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, CCSS Operations Manual and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since)
"CREST Payment"	shall have the meaning given in the CREST Manual
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"Daily Official List"	the daily publication of official quotations for all securities traded on the London Stock Exchange
"Enlarged Share Capital"	the issued ordinary share capital of the Company as enlarged by the issue of the New Ordinary Shares
"EU"	European Union
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Open Offer Entitlement provided that they have agreed to take up their Open Offer Entitlement in full
"Excess Open Offer Entitlement"	in respect of each Qualifying Shareholder, the entitlement (in addition to his/her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her taking up his/her Open Offer Entitlements in full
"Existing Ordinary Shares"	the 283,371,803 existing Ordinary Shares in issue as at 29 March 2021 (being the latest practicable date prior to release of this Announcement)
"FCA"	the Financial Conduct Authority when exercising functions under Part VI of FSMA
"Firm Placing"	the firm placing by Liberum of 24,320,000 Firm Placing Shares at the Issue Price with Lombard Odier and the Other Firm Placees
"Firm Placing Shares"	24,320,000 New Ordinary Shares to be issued to Lombard Odier and the Other Firm Placees pursuant to the Firm Placing
"First Admission"	the admission of the Firm Placing Shares and the Retail Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of the Company to be held at 77 Wicklow Street, London, England, WC1X 9JY at 11.00 a.m. on 20 April 2021, or any adjournment thereof, notice of which is to be set out at the end of the Circular
"Group"	the Company and its subsidiary undertakings
"Incus"	Incus Capital Advisors, S.A.
"Incus Facility Agreement"	the facility agreement dated 28 November 2017 (as amended and restated from time to time) between (amongst others) Time Out Market Limited and Incus
"Invesco"	Invesco Asset Management Limited
"IPO"	initial public offering
"Issue Price"	the price at which the New Ordinary Shares are to be issued and allotted pursuant to the Capital Raising, being 35 pence per New Ordinary Share
"Liberum"	Liberum Capital Limited, the Company's nominated adviser and broker in connection with the Capital Raising
"Lombard Odier"	Lombard Odier Asset Management (Europe) Limited
"Lombard Odier Commitment Letter"	the placing letter from Liberum to Lombard Odier dated 30 March 2021 and accompanying form of confirmation from Lombard Odier to Liberum confirming, inter alia, the agreed participation of Lombard Odier in the Capital Raising
"London Stock Exchange"	London Stock Exchange plc
"New Ordinary Shares"	42,857,661 new Ordinary Shares to be issued pursuant to the Capital Raising
"Notice of General Meeting"	the notice of General Meeting to be set out at the end of the Circular
"Oakley Shareholders"	TO, TONY and OCI
"OCI"	Oakley Capital Investments Limited
"OCPE"	Oakley Capital Private Equity L.P.
"Open Offer"	the conditional invitation made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement"	the basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 6 Open Offer Shares for every 425 Existing Ordinary Shares registered in its name as at the Open Offer Record Date
"Open Offer Record Date"	the record date in relation to the Open Offer, being 6.00 p.m. on 29 March 2021
"Open Offer Shares"	up to 4,000,543 New Ordinary Shares to be issued by the Company to Qualifying Shareholders in connection with the Open Offer
"Ordinary Shares"	the ordinary shares of £0.001 each in the share capital of the Company
"Other Firm Placees"	those placees (other than Lombard Odier) who have agreed to subscribe for Firm Placing Shares pursuant to the Firm Placing
"Overseas Shareholders"	Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside of the UK
"Panel Executive"	the Executive of the Panel on Takeovers and Mergers
"Placing"	the conditional placing by Liberum on behalf of the Company of the Placing Shares to Lombard Odier pursuant to the Lombard Odier Commitment Letter
"Placing and Open Offer Agreement"	the conditional agreement dated 30 March 2021 entered into between the Company and Liberum in respect of the Capital Raising
"Placing Shares"	4,000,543 New Ordinary Shares conditionally placed with Lombard Odier at the Issue Price pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer
"PrimaryBid"	the website operated by PrimaryBid Limited and known as PrimaryBid.com which will host the Retail Offer
"EU Prospectus Regulation"	EU Prospectus Regulation 2017/1129
"UK Prospectus Regulation"	the UK version of EU Prospectus Regulation 2017/1129 which forms part of the law of England and Wales as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date are held in uncertificated form
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date are held in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident in a Restricted Jurisdiction and "Qualifying Shareholder" shall mean any one of them
"Regulation S"	Regulation S under the US Securities Act
"Regulatory Information Service"	has the meaning given in the AIM Rules
"Relationship Agreement"	the relationship deed dated 9 June 2016 between the Company, the Oakley Shareholders and Oakley Capital GP Limited
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this Announcement is sent or made available to Shareholders in that jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, Japan and the Republic of South Africa
"Retail Offer"	the offer made by the Company on the PrimaryBid platform of the Retail Offer Shares at the Issue Price
"Retail Offer Shares"	4,000,000 New Ordinary Shares to be issued by the Company to retail investors in connection with the Retail Offer
"Second Admission"	the admission of the Conditional Placing Shares and the New Ordinary Shares to be issued pursuant to the Placing and Open Offer to trading on AIM becoming effective in accordance with the AIM Rules
"Shareholders"	the holders of Existing Ordinary Shares and "Shareholder" shall mean any one of them
"Takeover Code"	the City Code on Takeovers and Mergers
"Time Out Markets"	the markets division of the Group
"Time Out Media"	the media division of the Group
"TMCL"	Time Out Market Central London Limited
"TO"	TO (Bermuda) Limited (No. 44754)
"TONY"	TONY (Bermuda) Limited (No. 45136)
"uncertificated" or "in uncertificated form"	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"US Securities Act"	the US Securities Act of 1933, as amended
"Woodford"	Woodford Investment Management LLP
"£" or "pounds sterling" or "sterling"	UK pounds sterling, being the lawful currency of the United Kingdom

 

 

Appendix I

Terms and Conditions of the Placing

Terms and Conditions of the Firm Placing

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE FIRM PLACING.

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

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C) TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

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

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

Persons (including individuals, funds or otherwise) who are invited to and who have chosen to participate in the Firm Placing (and any person acting on such person's behalf), by making an oral or written offer to subscribe for Firm Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Firm Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges that:

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

2.         in the case of any Firm Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (i) the Firm Placing Shares acquired by it in the Firm Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or (ii) where Firm Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Firm Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

3.         in the case of any Firm Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (i) the Firm Placing Shares acquired by it in the Firm Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or (ii) where Firm Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Firm Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

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

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

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

7.         it acknowledges that the Firm Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and

8.         the Company and Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

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

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

Details of the Firm Placing

Liberum, acting as Placing Agent, has entered into a placing and open offer agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, Liberum has agreed to use its reasonable endeavours to procure subscribers for the Firm Placing Shares at the Firm Placing Price.

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

The Firm Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following First Admission (as defined below).

Application for admission to trading

Application will be made to London Stock Exchange plc ("LSE") for admission of the Firm Placing Shares ("First Admission") to trading on AIM, a market of that name operated by LSE ("AIM") in accordance with the AIM Rules for Companies. It is expected that First Admission will become effective and that dealings in the Firm Placing Shares will commence on AIM at 8.00 a.m. on 6 April 2021, and in any event no later than 20 April 2021.

Bookbuild

Liberum will today commence the bookbuilding process in respect of the Firm Placing (the "Bookbuild") to determine demand for participation in the Firm Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Firm Placing. No commissions will be paid to Placees or by Placees in respect of any Firm Placing Shares.

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

Participation in, and principal terms of, the Firm Placing

Liberum is arranging the Firm Placing as agent for and on behalf of the Company. Participation in the Firm Placing will only be available to Placees who may lawfully be, and are, invited to participate by Liberum. Liberum's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

The number of Firm Placing Shares to be issued will be agreed between Liberum and the Company following completion of the Bookbuild. The number of Firm Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Liberum. Each bid should state the number of Firm Placing Shares which the prospective Placee wishes to acquire at the Firm Placing Price established by the Company and Liberum. Bids may be scaled down by Liberum on the basis referred to below.

The Bookbuild is expected to close no later than 6.00 p.m. on 31 March 2021, but may be closed earlier or later at the absolute discretion of Liberum. Liberum may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Liberum) to reduce or seek to increase (subject to the maximum size referred to in the Announcement) the amount to be raised pursuant to the Firm Placing.

Liberum will determine in its absolute discretion (in consultation with the Company) the extent of each Placee's participation in the Firm Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by Liberum as agent of the Company ("Confirmation"). No element of the Firm Placing will be underwritten. The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Firm Placing Shares allocated to it at the Firm Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association. Each prospective Placee's allocation and commitment will be evidenced by a contract note or an electronic trade confirmation issued to such Placee by Liberum. The terms of this Appendix will be deemed incorporated by reference therein. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Firm Placing Shares to be subscribed for by that Placee regardless of the total number of Firm Placing Shares (if any) subscribed for by any other investor(s) and, except with the consent of Liberum, the Confirmation will not be capable of variation or revocation after the time at which it is submitted.

Liberum reserves the right to scale back the number of Firm Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Firm Placing. Liberum also reserves the right not to accept offers for Firm Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to Liberum, on the Company's behalf, the Firm Placing Price for each Firm Placing Share agreed to be acquired by it under the Firm Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Firm Placing Shares under the Firm Placing will be owed to Liberum and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Liberum, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Firm Placing Price and the number of Firm Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Firm Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Liberum, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Liberum as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Firm Placing.

Irrespective of the time at which a Placee's participation in the Firm Placing is confirmed, settlement for all Firm Placing Shares to be acquired pursuant to the Firm Placing will be required to be made at the same time, on the basis explained below under 'Registration and settlement'.

Completion of the Firm Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Firm Placing' and to the Firm Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated prior to First Admission, the Firm Placing will not proceed and all funds delivered by the Placee to Liberum in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.

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

By participating in the Firm Placing, each Placee is deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

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

Conditions of the Firm Placing

The obligations of Liberum under the Placing Agreement in respect of the Firm Placing Shares are conditional on, amongst other things:

(a)        the Company having complied with all of its material obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to First Admission); and

 (c)       First Admission having occurred not later than 8.00 a.m. on 6 April 2021 or such later date as the Company and Liberum may agree, but in any event not later than 5.00 p.m. on 20 April 2021.

If (i) any of the conditions contained in the Placing Agreement in relation to the Firm Placing Shares are not fulfilled or waived by Liberum by the respective time or date where specified, (ii) any of such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Firm Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Firm Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Liberum, at its discretion and upon such terms as it thinks fit, may waive (where capable of waiver) compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

None of Liberum, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Firm Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Firm Placing generally, and by participating in the Firm Placing each Placee agrees that any such decision is within the absolute discretion of Liberum.

Termination of the Placing Agreement

Liberum is entitled at any time before First Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Firm Placing Shares by giving notice to the Company if, amongst other things:

(a)        the Company is in material breach of any of its obligations under the Placing Agreement; or

(b)        any statement in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Capital Raising has become or been discovered to be untrue or inaccurate in any material respect or misleading; or

(c)        any warranty given by the Company in the Placing Agreement is, or would be if repeated at any time up to First Admission (by reference to the facts and circumstances then existing), untrue or inaccurate in any material respect or misleading; or

(d)        matters have arisen or have been discovered which would, if this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Capital Raising, were to be issued at that time, constitute a material inaccuracy or omission therefrom; or

(e)        there shall have occurred, happened or come into effect (i) any outbreak or escalation of hostilities, any attack or act of terrorism, any declaration of a national emergency or war and any other calamity or crisis of national or international effect; or (ii) any suspension or limitation of trading generally on the New York Stock Exchange, the NASDAQ National Market or the LSE, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe (including the United Kingdom); or (iii) any material adverse change in national or international financial, monetary, economic, political or market conditions, which, in each case, in the opinion of Liberum acting in good faith makes it impractical or inadvisable to proceed with the Capital Raising.

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

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

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the LSE in relation to the Firm Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Firm Placing Shares and the Firm Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Firm Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Liberum or any other person and none of Liberum nor the Company nor any other person will be liable for any Placee's decision to participate in the Firm Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Firm Placing. No Placee should consider any information in this Announcement (including this Appendix) to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Firm Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Firm Placing Shares following First Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Firm Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary, including in certificated form if, in the reasonable opinion of Liberum, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Participation in the Firm Placing is only available to persons who are invited to participate in it by Liberum.

A Placee's commitment to acquire a fixed number of Firm Placing Shares under the Firm Placing will be agreed orally or in writing with Liberum. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Firm Placing Shares at the Firm Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's articles of association.

Following the close of the Bookbuild, each Placee allocated Firm Placing Shares in the Firm Placing will be sent a contract note or electronic trade confirmation in accordance with the standing arrangements in place with Liberum, stating the number of Firm Placing Shares allocated to it at the Firm Placing Price, the aggregate amount owed by such Placee to Liberum and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Liberum. Settlement should be through Liberum against CREST ID: 7BUAG. For the avoidance of doubt, Firm Placing allocations will be booked with a trade date of 31 March 2021 and settlement date of 6 April 2021. Settlement will take place on a delivery versus payment basis.

The Company will deliver the Firm Placing Shares to the CREST account operated by Liberum as agent for the Company and Liberum will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Firm Placing Shares to that Placee against payment.

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

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Firm Placing Shares allocated to that Placee on such Placee's 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 may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Firm Placing Shares on such Placee's behalf. By communicating a bid for Firm Placing Shares, each Placee confers on Liberum all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Liberum lawfully takes on such Placee's behalf.

If Firm Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Firm 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 Firm Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Firm Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Firm Placing Shares), neither Liberum nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Firm Placing.

Representations and warranties

By submitting a bid and/or participating in the Firm Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

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

2.         it has received this Announcement solely for its use and has not redistributed or duplicated it and it will not redistribute or duplicate this Announcement or any other materials concerning the Firm Placing (including any electronic copies thereof);

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

4.         its participation in the Firm Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after First Admission;

5.         (i) it has made its own assessment of the Company, the Firm Placing Shares and the terms of the Firm Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such 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, and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Firm Placing and the Firm Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Firm Placing and the Firm Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Firm Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Firm Placing;

6.         none of Liberum, the Company or any of their respective affiliates, agents, directors, officers, employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Firm Placing Shares or the Company other than the information included in this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7.         the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Liberum, nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Firm Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Firm Placing Shares is contained in this Announcement and any Publicly Available Information (including the Exchange Information), such information being all that it deems necessary to make an investment decision in respect of the Firm Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Liberum or the Company or their respective affiliates and neither Liberum nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Firm Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Firm Placing;

8.         to the extent it has received any inside information (for the purposes of the UK Market Abuse Regulation (the UK version of EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended ("UK MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

9.         neither Liberum nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any Publicly Available Information (including any Exchange Information), or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10.        it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

11.        if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Firm Placing Shares subscribed for by it in the Firm Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of Liberum has been given to the proposed offer or resale;

12.        if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Firm Placing Shares subscribed for by it in the Firm Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of Liberum has been given to the proposed offer or resale;

13.        it has not offered or sold and will not offer or sell any Firm Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

14.        it has not offered or sold and will not offer or sell any Firm Placing Shares to persons in the EEA prior to First Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);

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

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

17.        if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;

18.        any offer of Firm Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;

19.        (i) it and any person acting on its behalf is entitled to subscribe for Firm Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Firm Placing (including executing and delivering all documents necessary for such participation); (iii) it is and will remain liable to the Company and/or Liberum for the performance of all of its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Firm Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, Liberum or any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Firm Placing. Each Placee agrees that the provisions of this paragraph 19 shall survive the resale of the Firm Placing Shares by or on behalf of any person for whom it is acting;

20.        it is not, and any person who it is acting on behalf of is not, and at the time the Firm Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and that the Firm Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Australian, Canadian, Japanese, New Zealand or South African securities legislation and therefore the Firm Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or their respective territories and possessions, except subject to limited exemptions;

21.        it has complied with all relevant laws and regulations of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Firm Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Liberum, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Firm Placing;

22.        its purchase of Firm Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

23.        it (and any person acting on its behalf) will make payment for the Firm Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Firm Placing Shares may be placed with other subscribers or sold as Liberum may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Firm Placing Price and the number of Firm Placing Shares allocated to it 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 Firm Placing Shares on its behalf;

24.        none of Liberum nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Firm Placing and that participation in the Firm Placing is on the basis that it is not and will not be a client of Liberum for the purposes of the Firm Placing and that Liberum has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Firm Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

25.        the person whom it specifies for registration as holder of the Firm Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Firm Placing and it agrees to indemnify the Company and Liberum in respect of the same on the basis that the Firm Placing Shares will be allotted to the CREST stock account of Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

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

27.        Liberum and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Liberum to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

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

29.        it will acquire any Firm Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

30.        its commitment to subscribe for Firm Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in the future be made to the terms of the Firm Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Firm Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Liberum. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Firm Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Firm Placing Shares is, or is acting as nominee or agent for, and that the Firm Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Firm 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 Liberum 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 notify Liberum accordingly;

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

32.        in making any decision to subscribe for the Firm Placing Shares, 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 Firm Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Firm Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Firm Placing, including the merits and risks involved;

33.        it has (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (ii) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Firm Placing Shares; and (iv) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Liberum;

34.        it may not rely on any investigation that Liberum or any person acting on its behalf may or may not have conducted with respect to the Company or the Firm Placing and Liberum has not made any representation to it, express or implied, with respect to the merits of the Firm Placing, the subscription for the Firm Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Firm Placing Shares. It acknowledges and agrees that no information has been prepared by Liberum or the Company for the purposes of this Firm Placing;

35.        it will not hold Liberum or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Liberum nor any person acting on behalf of Liberum makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

36.        the Placee is a person located outside the United States and is subscribing for Firm Placing Shares only in an "offshore transaction" as defined in and pursuant to Regulation S;

37.        the Placee is not acquiring Firm Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;

38.        it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Firm Placing Shares is given; and

39.       the foregoing representations, warranties and confirmations are given for the benefit of the Company and Liberum and are irrevocable. The Company, Liberum and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Firm Placing Shares is no longer accurate, it shall promptly notify the Company and Liberum. It irrevocably authorises Liberum and the Company to produce this Announcement pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein.

The agreement to allot and issue Firm Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Firm Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Firm Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Firm Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Firm Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Liberum will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Liberum and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Firm Placing Shares or the agreement by them to subscribe for any Firm Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Liberum and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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

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

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

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

Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.