Proposed Placing to raise £10 mil & Retail Offer

NEITHER THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT) (THE "ANNOUNCEMENT"), NOR ANY COPY OF IT, MAY BE TAKEN OR TRANSMITTED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION (EACH, A "RESTRICTED JURISDICTION").

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF FUTURA MEDICAL PLC. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF MARKET ABUSE REGULATION (REGULATION 596/2014) (AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED) ("UK MAR").

14 May 2021

 

Futura Medical plc

("Futura" or "the Company")

Proposed Placing to raise £10 million
and Retail Offer

Futura (AIM: FUM), a pharmaceutical company developing a portfolio of innovative products based on its proprietary, transdermal Dermasys® drug delivery technology and focused on sexual health and pain, is pleased to announce that it intends to conduct a placing (the "Placing") of new ordinary shares of 0.2 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 40 pence per Ordinary Share (the "Issue Price") to raise £10 million before expenses. The Placing will be implemented by way of an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this Announcement.

In addition to the Placing, the Company intends to raise up to £2 million by way of an offer made via PrimaryBid of new Ordinary Shares (the "Retail Shares", together with the Placing Shares, the "New Ordinary Shares") at the Issue Price (the "Retail Offer", together with the Placing, the "Fundraising"), to provide retail investors with an opportunity to participate in the equity fundraising. A separate announcement will be made shortly regarding the Retail Offer and its terms.

Highlights:

·    Intention to raise £10 million via a Placing, to be conducted by way of an accelerated bookbuild to be launched with immediate effect

·    The Issue Price represents a discount of approximately 20.6 per cent. to the closing share price of an Ordinary Share on 13 May 2021, the last practicable date prior to the date of this Announcement

·    An additional Retail Offer of up to £2 million will be made by the Company and a further announcement launching the Retail Offer will be made shortly

·    The Retail Offer, via the PrimaryBid platform, will be open to individual and institutional investors from 4:31 p.m. to not later than 9:00 p.m. on Friday 14 May 2021

·    Liberum Capital Limited ("Liberum") is acting as sole bookrunner in connection with the Placing

·    The Placing is not being underwritten

·    The Company intends to use the net proceeds of the Fundraising to fund:

i.      the small confirmatory clinical study (FM71) required for FDA regulatory submission for MED3000 as a DeNovo Medical Device;

ii.     scale-up and manufacturing activities, enabling lower costs for EU and other market launches;

iii.    central activities relating to commercial out-licensing partner support; and

iv.   general working capital purposes to support Futura's planned operations beyond US approval.

·    The Fundraising is conditional (amongst other things) upon the passing of certain shareholder resolutions (the "Resolutions") to be considered by the Company's shareholders ("Shareholders") at a general meeting of the Company (the "General Meeting") to be convened in due course for such purposes

·    The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company

Details of the Placing and Admission

The Placing is subject to the terms and conditions set out in Appendix I to this Announcement.  Liberum is acting as sole bookrunner in relation to the Placing.

The timing of the closing of the Placing book, and allocations under the Placing, are at the absolute discretion of Liberum and the Company. The final number of New Ordinary Shares to be issued in connection with the Fundraising will be agreed between Liberum and the Company following completion of the Bookbuild. The result of the Fundraising will be announced as soon as practicable after the close of the Bookbuild.

As part of the Placing, the Company is seeking to raise funds by the issue of some of the Placing Shares to Venture Capital Trusts ("VCTs") (the "VCT Placing Shares"). The VCT Placing Shares are intended to rank as "eligible shares" for VCT investors and a "qualifying holding" for the purpose of an investment by VCTs, pursuant to the relevant sections of the Income Tax Act 2007 ("ITA 2007"). The Company has obtained a written opinion for its own use from specialist tax advisers confirming that the Company would, subject to the relevant limits on such issuances, be regarded as a qualifying company for VCT purposes, and that the VCT Placing Shares should be regarded as "eligible shares" under the relevant sections of the ITA 2007. Neither the Company nor its directors give any warranties or undertakings that (a) any investment by a VCT will be regarded as a qualifying holding or (b) will continue to be regarded as a qualifying holding. If for example the Company carries on activities beyond those disclosed to Her Majesty's Revenue and Customs, then any investment by a VCT may cease to be regarded as a qualifying holding. Placees must take their own advice in respect of any available VCT reliefs and rely on such advice.

Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM ("Admission"). Subject to the satisfaction of the conditions set out in the placing agreement entered into between the Company and Liberum in connection with the Placing (the "Placing Agreement"), it is currently expected that Admission will occur, and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on 3 June 2021.

The Placing is not being underwritten by Liberum or any other person.

The Placing is conditional, inter alia, upon (a) Admission becoming effective by no later than 8:00 a.m. on 3 June 2021 (or such later time and/or date as the Company and Liberum may agree, being not later than 8:00 a.m. on 17 June 2021); (b) the approval by Shareholders at the General Meeting of the Resolutions; and (c) the Placing Agreement becoming unconditional, and not being terminated in accordance with its terms, prior to Admission.

Background to and reasons for the Fundraising

Futura is a pharmaceutical company developing a portfolio of innovative products based on its proprietary, transdermal DermaSys® technology. Each DermaSys® formulation is separately patented and specifically tailored for the selected indication and application, as well as being optimised for clinical efficacy, safety, administration and patient convenience. The products are developed for the prescription and consumer healthcare markets as appropriate. Current therapeutic areas are sexual health, including erectile dysfunction ("ED"), and pain relief. Development and commercialisation strategies are designed to maximise product differentiation and value creation whilst minimising risk. MED3000 is Futura's topical gel formulation that is a breakthrough treatment for erectile dysfunction through a unique evaporative mode of action.

MED3000 - Medical device regulatory pathway

Regulatory procedures, timelines and approaches for MED3000 differ by region.

Europe: The Company announced on 29th April 2021 that European approval for MED3000 had been granted and the Company has now received its MDR EU Quality Management Certificate for the placing on the market of a Class II(b) medical device known as MED3000 ("CE Mark approval") for the treatment of adult male ED.

USA: Productive and positive pre-submission meetings were held during 2020 and early 2021 to discuss existing FM57 Phase 3 clinical data, the pathway to over-the-counter sales at retail outlets (OTC1 status) and any additional clinical and non-clinical requirements.

US confirmatory clinical study, FM71

The FDA has confirmed that an application may be made for MED3000 as a medical device for ED treatment, with a De Novo Classification. The FDA requires an additional six month confirmatory clinical study, known as "FM71", with MED3000 taking a "least burdensome approach" with detailed study design now agreed. A short, non-clinical, Human Factors Study, testing the ability to self-diagnose ED, ease of patient understanding of an OTC label, product administration and use is also requested to support the regulatory submission and facilitate OTC status as well as a finalised OTC product label.

FM71 will be of a six month duration (24 weeks) versus a three-month duration for FM57 to reassure the FDA that efficacy does not diminish over a longer period of time, although it is Futura's belief that this is unlikely, as in the FM57 study efficacy improved from the first to third month of patient use.

Approximately 100 patients in total will be recruited including a mix of mild, moderate and severe ED sufferers. The recruited patient population will include 20 African American patients (from a leading US medical centre) and 80 patients recruited from Eastern Europe where sites include some of the same centres used in the FM57 trial. No placebo is required hence the study is relatively small in size compared to FM57 where the Company recruited in excess of 1,000 patients. The primary endpoints are a significant change from baseline and exceeding a minimal clinically important difference calculated using the Rosen et al statistical method, a standard assessment technique for measuring Patient Reported Outcomes. Both endpoints were previously met for MED3000 over the 12-week duration of study FM57. Additional statistical study design has been agreed to support a fast speed of onset claim of 5, 10 or 15 minutes (60% of patients noticed an erection within 10 minutes in FM57).

A Tadalafil 5mg (the active in Cialis®) comparator arm is included for informational purposes only to assess relative safety, speed of onset and overall efficacy; non-inferiority of MED3000 against Tadalafil is not required to be shown. This will more accurately enable the FDA to determine the relative benefit/risk ratio of MED3000 versus a commercially available comparator.  The study is expected to cost in the region of £3 million.

MED3000 commercialisation plans

As regulatory processes continue, Futura has been working with its specialised corporate advisers on active commercial discussions with potential licensing and marketing partners in line with an agreed process being managed by the advisers.

As part of this process, in early March 2021 the Company announced an investment and joint collaboration with Co-High Investment Management and certain subsidiaries of Atlantis Group to commercialise MED3000 in China and South East Asia.

Futura is making steady progress on commercial discussions for MED3000 marketing rights in multiple other regions. A number of interested parties have made submissions at the non-binding offer stage with further offers expected, although there can be no guarantee of deal completion at this stage. Futura is committed to prioritising commercial deals that will deliver long term and sustainable value to the Company, allowing a long-lasting growth franchise to be built around the pipeline of DermaSys® formulated products and in particular MED3000.

Intellectual property and patent protection

An initial UK patent was filed in December 2019 around MED3000's clinically significant and novel findings shown in FM57. This was supplemented with a further UK patent filing in August 2020 following a complete analysis of all of the data sets provided by FM57 and a head-to-toe strategic review conducted by independent pharmaceutical patent specialists retained by Futura. An initial examination report conducted by the UK patent office, requested at the time of the first UK filing by the Company, supports the patentability of the application, which is an important first step in the patent approval process. In October 2020, further patent filings were made and in particular a Patent Cooperation Treaty ("PCT") application was made, taking priority from the two earlier UK applications. The PCT currently has 153 contracting countries where the Company can seek patent protection claiming priority from an original application made in any one of the countries that are signatories to the PCT, such as the UK. Before Q2 2022 national applications will need to be made and the Company, in consultation with its commercial partners, will decide those countries in which to file applications and are considered necessary to protect the commercial interests of MED3000. If national applications are successful, this will provide patent protection until 2040.

Use of proceeds of the Fundraising

The net proceeds of the Fundraising, along with the Company's existing cash resources, are intended to be used to fund working capital to allow the Company to pursue US approval for MED3000, to fund the US clinical study and to conclude commercial deals to launch MED3000 across the EU and other regions where the CE Mark is recognised. 

The Company's cash balance totalled approximately £1.9 million as at 30 April 2021. In addition to existing cash, the net proceeds of the Fundraising are expected to fund:

i.      the small confirmatory clinical study (FM71) required for FDA regulatory submission for MED3000 as a DeNovo Medical Device;

ii.     scale-up and manufacturing activities, enabling lower costs for EU & other market launches;

iii.    central activities relating to commercial out-licensing partner support; and

iv.   general working capital purposes to support Futura's planned operations beyond the expected timing of US approval.

The Board believes that outside of FM71 study costs, assuming a successful outcome to FM71, no further significant clinical costs will be required in relation to US approval based on the positive discussions with the FDA during 2020 and 2021.

 

Expected Timetable of Principal Events

Launch of the Fundraising	4:30 p.m. on 14 May 2021
Retail Offer open from	4:31 p.m. on 14 May 2021
Retail Offer closed at or before	9:00 p.m. on 14 May 2021
Announcement of the result of the Fundraising	17 May 2021
Publication and posting of the Circular and Notice of General Meeting	17 May 2021
Deadline for CREST proxy appointment	10:00 a.m. on 31 May 2021
Deadline for return of completed hard copy form of proxy or casting of proxy vote online	10:00 a.m. on 31 May 2021
General Meeting	10:00 a.m. on 2 June 2021
Results of the General Meeting announced	2 June 2021
Admission of New Ordinary Shares to trading on AIM and commencement of dealings	8:00 a.m. on 3 June 2021
CREST accounts to be credited for New Ordinary Shares to be held in uncertificated form	8:00 a.m. on 3 June 2021
Dispatch of definitive share certificates for New Ordinary Shares to be held in certificated form	by 10 June 2021

 

All references to time in this Announcement are to London time, unless otherwise stated.

If any of the details contained in the timetable above should change, the revised time and dates will be notified to Shareholders by means of a regulatory information service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting and assume that the General Meeting is not adjourned.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Liberum, acting as an agent for the Company, has conditionally agreed to use its reasonable endeavours to place the Placing Shares, subject to certain customary conditions.

The Placing Agreement contains warranties from the Company in favour of Liberum in relation to, inter alia, matters relating to the Group and its business. In addition, the Company has agreed to indemnify Liberum in relation to certain liabilities they may incur in respect of the Placing. Liberum has the right to terminate the Placing Agreement in certain circumstances prior to Admission including, inter alia, in the event: that any of the warranties given to Liberum in the Placing Agreement are breached or are, or become, untrue, inaccurate or misleading; of the failure of the Company to comply in any material respect with its obligations under the Placing Agreement; of the occurrence of a material adverse change affecting the condition, the earnings or business affairs or prospects of the Company or its group; of the occurrence of an event of force majeure; or that any statement contained in certain announcements or documents published by the Company or on its behalf in relation to the Placing is or has become untrue, inaccurate or misleading.

General

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

Market soundings, as defined in UK MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons who received information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

The person responsible for arranging the release of this Announcement on behalf of the Company is Angela Hildreth, Finance Director/Chief Operating Officer of the Company.

 

For further information please contact:

 

Futura Medical plc

James Barder, Chief Executive

Angela Hildreth, Finance Director and COO

Email: [email protected]

Tel: +44 (0) 1483 685 670

www.futuramedical.com

 

Nominated Adviser and Sole Broker:

 

Liberum

Richard Lindley/ Euan Brown/ Kane Collings

Tel: +44 (0) 20 3100 2000

 

For media enquiries please contact:

 

Optimum Strategic Communications

Mary Clark/ Eva Haas/ Hollie Vile

Email: [email protected]

Tel: +44 (0) 20 3922 0900

 

About Futura Medical plc

Futura Medical plc (AIM: FUM), is a pharmaceutical company developing a portfolio of innovative products based on its proprietary, transdermal DermaSys® technology. Each DermaSys® formulation is separately patented and specifically tailored for the selected indication and application, as well as being optimised for clinical efficacy, safety, administration and patient convenience. The products are developed for the prescription and consumer healthcare markets as appropriate. Current therapeutic areas are sexual health, including erectile dysfunction, and pain relief. Development and commercialisation strategies are designed to maximise product differentiation and value creation whilst minimising risk. 

MED3000 is Futura's topical gel formulation that is a breakthrough treatment for erectile dysfunction (ED) through a unique evaporative mode of action. Futura has conducted a Phase 3 study using MED3000 in ED, referred to as "FM57". This was a 1,000 patient, dose-ranging, multi-centre, randomised, double blind, placebo-controlled, home use, parallel group study delivering highly statistically significant results compared to pre-treatment baseline, consistently meeting all co-primary endpoints of IIEF, SEP2 and SEP3 (internationally accepted clinical trial endpoints in ED) with over 60% of patients experiencing a clinically meaningful improvement in their ED.  MED3000 also begins to work immediately in some patients, with 60% of patients seeing onset of their erection within 10 minutes of application. MED3000 is CE marked in Europe and the UK as a clinically proven topical treatment for adult men with erectile dysfunction.

Futura is based in Guildford, Surrey, and its shares trade on the AIM market of the London Stock Exchange. www.futuramedical.com

 

IMPORTANT NOTICES

Neither this Announcement (including the Appendix and the information contained in it), nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of Futura Medical PLC (the "Company") in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into 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 state or other jurisdiction of the United States.

No action has been taken by the Company, Liberum or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of Liberum, persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the Fundraising in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

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

This Announcement has not been approved by the Financial Conduct Authority ("FCA") or the London Stock Exchange.

No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").

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

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by Liberum, or by any of its Affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

None of the information in this Announcement has been independently verified or approved by Liberum or any of its Affiliates. Save for any responsibilities or liabilities, if any, imposed on Liberum by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by Liberum or any of its Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of Liberum or any of its Affiliates in connection with the Company, the New Ordinary Shares or the Fundraising or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Fundraising. Liberum and its Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Liberum or any of its Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Liberum, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Placing. Liberum is not acting for the Company in relation to the Retail Offer nor is it acting for any other person in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for giving advice in relation to the matters referred to in this Announcement.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and the ability to access capital and credit, a decline in the Company's credit rating, the effect of operational risks and the loss of key personnel. As a result, the actual results of operations, financial condition and performance of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. These statements are not guarantees of future performance and, given the risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, Liberum and their respective Affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Liberum. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, Liberum and any of its Affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Liberum and any of its Affiliates acting in such capacity. In addition, Liberum and any of its Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Liberum and any of its Affiliates may from time to time acquire, hold or dispose of shares. Liberum does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM.

The Appendix to this Announcement sets out the terms and conditions of the Placing. Persons participating in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

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

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, WG Partners and Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

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

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY LIBERUM CAPITAL LIMITED ("LIBERUM"), "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT, REFERRED TO AS "EEA QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY LIBERUM, "QUALIFIED INVESTORS" (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE THEM (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO FUTURA MEDICAL PLC (THE "COMPANY") THAT THEY ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER OR INVITATION TO BUY OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL.  NO COPY OR PART OF THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A RESTRICTED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.

PERSONS DISTRIBUTING ANY PART OF THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS", AS DEFINED IN, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR INTO THE UNITED STATES.

THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.

NO ACTION HAS BEEN TAKEN BY THE COMPANY, LIBERUM, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AFFILIATES, ADVISORS, CONSULTANTS OR, IN THE CASE OF LIBERUM, PERSONS CONNECTED WITH IT AS DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") (TOGETHER, "AFFILIATES") THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.

ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH THE COMPANY'S SHARES HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE. THE PRICE AND VALUE OF SECURITIES CAN GO DOWN AS WELL AS UP. PERSONS NEEDING ADVICE SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER.

NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.

THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OR ITS OWN LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.

LIBERUM, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FCA, IS ACTING SOLELY FOR THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE PLACING AND THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN RELATION TO THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT. LIBERUM IS NOT RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF LIBERUM OR FOR PROVIDING ADVICE IN CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING OR THE TRANSACTIONS AND ARRANGEMENTS DESCRIBED HEREIN.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. RECIPIENTS OF THIS ANNOUNCEMENT SHOULD EXERCISE CAUTION IN RELATION TO THE PLACING IF THEY ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS ANNOUNCEMENT AND SEEK INDEPENDENT PROFESSIONAL ADVICE.

BY PARTICIPATING IN THE PLACING, EACH PLACEE IS DEEMED TO HAVE READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY AND TO BE MAKING SUCH OFFER TO ACQUIRE PLACING SHARES ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THIS ANNOUNCEMENT AND TO BE PROVIDING THE REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, AGREEMENTS AND ACKNOWLEDGEMENTS CONTAINED IN THIS APPENDIX.

Definitions

For the purposes of this Announcement, the following definitions apply unless the context otherwise requires:

"AIM" means the AIM Market operated by the London Stock Exchange.

"Bookbuild" means the accelerated bookbuilding process in relation to the Placing.

"certificated form" or "in certificated form" means an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST).

"Company" means Futura Medical plc, a company incorporated and registered in England and Wales with registered number 04206001.

"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations).

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755).

"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST.

"Fundraising" means the Placing and the Retail Offer.

"General Placing Shares" means the new Ordinary shares proposed to be issued by the Company pursuant to the Placing which are not VCT Placing Shares.

"London Stock Exchange" means London Stock Exchange plc.

"New Ordinary Shares" means the Placing Shares and the Retail Shares proposed to be issued by the Company in connection with the Fundraising.

"Ordinary Shares" means the ordinary shares of 0.2 pence each in the capital of the Company.

"Placing" means the conditional placing of the Placing Shares by Liberum, as agent on behalf of the Company, pursuant to the Placing Agreement.

"Placing Agreement" means the conditional agreement dated 14 May 2021 and made between the Company and Liberum in relation to the Placing.

"Placing Shares" means the VCT Placing Shares and the General Placing Shares.

"Retail Offer" means the offer by the Company of the Retail Shares through the PrimaryBid platform.

"Retail Shares" means the new Ordinary Shares proposed to be issued by the Company pursuant to the Retail Offer.

"uncertificated" or "in uncertificated form" means an Ordinary Share recorded on the Company's share register 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.

"VCT" means a company which is approved as a venture capital trust under section 258 Income Tax Act 2007.

"VCT Placing Shares" means Placing Shares which are intended to form part of the relevant Placee's "qualifying holding" (within the meaning of section 286 Income Tax Act 2007).

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Liberum.  Pursuant to the Placing Agreement, Liberum have, subject to the terms set out in such agreement, agreed to use their reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares. Liberum will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten (in whole or in part) by Liberum or any other person.

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

Application for Admission and Dealings

An application has been made for the New Ordinary Shares to be admitted to trading on AIM (the "Application" and "Admission").

Admission, and dealings in the New Ordinary Shares, is expected to occur at 8:00 a.m. on 3 June 2021 (or such later time and/or date as the Company and Liberum may agree, being not later than 8:00 a.m. on 17 June 2021) (the "Admission Date").

Principal terms of the Placing

1             Liberum is acting as the sole bookrunner, broker and agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2             Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by Liberum to participate. Liberum and any of its Affiliates are entitled to enter bids in the Bookbuild as principal.

3             The subscription price per Placing Share (the "Placing Price") is a price of 40 pence and is payable to Liberum by all Placees.  No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

4             The completion of the Bookbuild will be determined by Liberum and the Company in their absolute discretion and the results of the Placing shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.

5             To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Liberum. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for.

6             The Bookbuild is expected to close later today but may be closed earlier or later at the absolute discretion of Liberum and the Company. Liberum may, in agreement with the Company, accept bids either in whole or in part that are received after the Bookbuild has closed and allocate Placing Shares after the time of any initial allocation to any person submitting a bid after time.

7             Each prospective Placee's allocation will be determined together by Liberum and the Company, in their absolute discretion, and will be confirmed orally or in writing by Liberum to such Placees, and a form of confirmation will be dispatched thereafter and the terms and conditions of this Appendix will be deemed incorporated into the form of confirmation.

8             Liberum's oral and/or written confirmation (which may be by email) to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person (who at that point becomes a Placee), in favour of Liberum and the Company, under which it agrees and is obligated to (a) acquire the number of Placing Shares allocated to it and (b) pay Liberum (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to it and that the Company has agreed to allot and issue to that Placee, on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Liberum's and the Company's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares for which Placees have been procured. Each Placee's obligation will be owed to the Company and to Liberum.

9             Subject to paragraphs 4 and 5 above, Liberum and the Company may choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion and may scale down any bids for this purpose on such basis as they may determine.

10            The Company reserves the right (upon agreement with Liberum) to reduce or seek to increase the amount to be raised pursuant to the Placing.

11            Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Liberum's and the Company's consent, will not be capable of variation or revocation after the time at which it is submitted.

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

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

14            All obligations under the Placing will be subject to fulfilment (or where applicable, waiver) of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Rights to terminate under the Placing Agreement".

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

16            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.

17            To the fullest extent permissible by applicable law and regulation, neither Liberum nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise in respect of the Placing.  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 its conduct of the Placing or of such alternative method of effecting the Placing as Liberum and the Company may agree.

Conditions of the Placing

Liberum's obligations under the Placing Agreement in respect of the Placing are, and the Placing is, conditional on, inter alia:

1              the term sheet recording the details of the Placing (including, inter alia, the number of Placing Shares to be placed) having been executed by the Company and Liberum and the results of the Fundraising having been published via a regulatory information service by no later than 7:00 a.m. on 17 May 2021 (or such later time and/or date as the Company and Liberum may agree);

2              the delivery by the Company to Liberum of certain customary documentation in connection with the Fundraising and Admission;

3              the passing of certain shareholder resolutions, by the Company's shareholders, in connection with the grant of the requisite authorities under the Companies Act 2006 for the allotment and issuance of the New Ordinary Shares (the "Resolutions"), such Resolutions to be considered by the Company's shareholders at a general meeting of the Company to be convened in due course for such purposes;

4              the New Ordinary Shares having been allotted and issued by the Company, subject only to Admission, at or before 8:00 a.m. on the Admission Date;

5              Admission of the New Ordinary Shares taking place by no later than 8:00 a.m. on the Admission Date;

6              the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required to be performed prior to Admission; and

7              the Placing Agreement not having been terminated by Liberum, in accordance with its terms, prior to Admission.

If (a) any of the conditions to the Placing Agreement are not fulfilled (or, to the extent permitted under the Placing Agreement, waived by Liberum) by the relevant time or date (if any) specified in the Placing Agreement (or such later time or date as the Company and Liberum may agree), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by or on behalf of a Placee in respect thereof. Liberum may, at their absolute discretion, waive, in whole or in part, the satisfaction of any condition in connection with the Placing (other than, in respect of any of the Placing Shares, the occurrence of Admission in respect of those shares), by giving written notice to the Company. Liberum may also waive 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. Liberum may also agree to extend the period for satisfaction of the conditions by giving notice to the Company, save that the period for satisfaction of any condition shall not be extended beyond 8:00 a.m. on 17 June 2021.

Neither the Company, nor Liberum nor any of their respective Affiliates shall have any liability to any Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and/or Liberum. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. Placees will have no rights against Liberum, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

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

Liberum's oral and/or written confirmation (which may be by email) to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person (who at that point becomes a Placee), in favour of Liberum and the Company.

Rights to terminate under the Placing Agreement

Liberum may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company if, inter alia, in the opinion of Liberum (acting together and in consultation):

1             any statement contained in this Announcement, or certain of the other documents delivered in relation to the Placing, has become untrue or inaccurate in any material respect or misleading (or there is a material omission from any of such documents); or

2             any of the warranties in the Placing Agreement was breached or was untrue, inaccurate or misleading when made and/or that any of such warranties have ceased to be true or accurate or has become misleading; or

3             there are any facts or circumstances existing giving an entitlement on the part of Liberum or its Affiliates to make a claim under the indemnification provisions in the Placing Agreement; or

4             the Company has not complied, or cannot comply with any of its obligations under the Placing Agreement or certain other agreements or documents relating to the Placing and/ or the Admissions; or

5             a material adverse change in respect of the Company or its group has occurred; or

6             any of various events of force majeure has occurred which would in the opinion of Liberum, be likely to prejudice the success of the Placing, dealings in the Ordinary Shares following Admission or which makes it impractical or inadvisable to proceed with the Placing in the manner contemplated in this Announcement; or

7             the Application for Admission of the Placing Shares is refused by the London Stock Exchange.

Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.

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

By participating in the Placing, each Placee agrees 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 (acting in good faith where required) and that Liberum will not need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Liberum, the Company and their respective Affiliates shall not have any liability whatsoever to the Placees in connection with any such exercise.

Lock-up

The Company has undertaken that it shall not between the date of the Placing Agreement, and the date falling 180 days after Admission, allot or issue any Ordinary Shares (or any other interest therein or in respect thereof) or issue any options over Ordinary Shares (or any securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares) except in respect of the issuance of the New Ordinary Shares and save, inter alia, for (i) the grant of any options over, or issuance of, the Company's Ordinary Shares in connection with the exercise of options under the Company's employee incentive and share option plans; (ii) in connection with the exercise of certain warrants previously granted by the Company; or (iii) with the prior written consent of Liberum.

No prospectus

No offering document or prospectus has been or will be prepared, submitted or approved by the FCA, the London Stock Exchange or any other authority in relation to the Fundraising and no such prospectus is required to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement and the business and financial information that the Company is required to publish in accordance with the Market Abuse Regulation (EU) No.596/2014 ("MAR"), the retained UK law version of MAR pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR") and the rules and practices of the London Stock Exchange and or the FCA (collectively the "Exchange Information") or has (or will have prior to Admission) published via a regulatory information service ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). Placees' commitments will also be subject to the further terms set forth in the form of confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, acknowledges and agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than (a) the Exchange Information and/or Publicly Available Information, (b) the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees and (c) the trade confirmation referred to above), representation, warranty or statement made by or on behalf of the Company, Liberum, their respective Affiliates or any other person. None of Liberum, nor the Company, nor their respective Affiliates nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Liberum, the Company or any of their respective Affiliates.

Each Placee, by accepting a participation in the Placing, also acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Liberum are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0033278473) will take place within the CREST system, subject to certain exceptions. Settlement of the Placing Shares through CREST is expected to occur on the Admission Date (expected to be 3 June 2021). Liberum reserves the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with Liberum stating the number of Placing Shares allocated to it, the 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 either the standing CREST or certificated settlement instructions that it has in place with Liberum.

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Liberum's receipt of payment in full for such Placing Shares by the relevant time to be stated in the form of confirmation referred to above, or by such later time and date as Liberum and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.

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

Each Placee is deemed to agree that if it does not comply with these obligations: (a) the Company may elect at its discretion to be released from all obligations with respect to the issue of all or any such Placing Shares to such Placee; and/or (b) Liberum may sell (and is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of Liberum (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (c) such Placee shall remain liable to Liberum for the full amount of any losses or shortfall and of any costs which they may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on Liberum all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which Liberum lawfully takes in pursuance of such sale.

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the 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 Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Liberum and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1                  it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement (including this Appendix);

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

3                  in the case of a Relevant Person in a member state of the EEA which is subject to the Prospectus Regulation (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

(a)            it is an EEA Qualified Investor; and

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

(i)     the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than EEA Qualified Investors or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or

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

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

(a)            it is a UK Qualified Investor; and

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

(i)     the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom 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 Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

5                  it is outside of the United States and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;

6                  it, and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares, is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;

7                  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a national or resident of, or a corporation, partnership or other entity organised under the laws of, or with an address in any Restricted Jurisdiction, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Jurisdiction and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

8                  it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

9                  if it indicates to Liberum that it wishes to subscribe for VCT Placing Shares, confirms that:

(a)             it is a VCT, subscribing for such VCT Placing Shares pursuant to the Placing using VCT funds; and

(b)             the date on which it raised funds was on or after 6 April 2012;

10               it acknowledges that neither the Company nor Liberum gives any warranties or undertakings that:

(a)             any investment by a VCT will be regarded as a qualifying holding; or

(b)             will continue to be regarded as a qualifying holding;

11               it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules (Amendment) Instrument 2020 (FCA 2020/73);

12               if in the United Kingdom, unless otherwise agreed by Liberum, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

13               it has not distributed, and will not distribute, any materials relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

14               acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

15               the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's financial information, including balance sheets, income statements or similar statements and that it is able to obtain or access the Exchange Information and Publicly Available Information and that it has reviewed such Exchange Information and Publicly Available Information;

16               in accepting its participation in the Placing, it is relying solely on this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. Subject to paragraphs 19 and 19 below, it agrees that neither the Company nor Liberum, nor any of their respective Affiliates nor persons acting on their behalf will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;

17               it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current;

18               neither Liberum nor any of its Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that Liberum nor any of its Affiliates nor any person acting on their behalf provide it with any such material or information; nor is it relying on any investigation that Liberum, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company;

19               the content of this Announcement is exclusively the responsibility of the Company and neither Liberum nor any of its Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither Liberum nor any of its Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

20               it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares.  It further represents and warrants that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing.  It also represents and warrants that it has had sufficient time to consider and has conducted its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

21               it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);

22               if it has received any confidential price sensitive information (including inside information as defined under UK MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

23               it is aware of its obligations regarding insider dealing, including, without limitation, as contained within in the Criminal Justice Act 1993 and UK MAR, and confirms that it has and will continue to comply with those obligations;

24               it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Liberum and the Company determine;

25               it has not relied on any information relating to the Company contained in any research reports prepared by Liberum, its Affiliates or any person acting on their behalf and understands that (a) neither Liberum nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (b) neither Liberum nor any of its Affiliates, nor any person acting on their behalf, has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this Announcement or otherwise;  and (c) neither Liberum nor any of its Affiliates, nor any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this Announcement or otherwise;

26               it (a) is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (b) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (c) has all necessary capacity and authority and is entitled to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations, and to make the representations and agreements contained on this Appendix; (d) has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (e) has not taken any action which will or may result in the Company, or 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 Placing; and (f) if it is a pension fund or investment company, is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

27               it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by Liberum in their capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

28               it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the Financial Services Act 2012) in respect of anything done in, from or otherwise involving the United Kingdom;

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

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

31               its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;

32               it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any form of confirmation issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Liberum or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

33               neither Liberum, nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and that neither Liberum, nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Liberum's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

34               it irrevocably appoints Liberum and any of its duly authorised officers as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

35               any person who confirms to Liberum on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Liberum to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

36               the agreement to settle each Placee's allocation of Placing Shares (and/or the allocation of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable and the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and acknowledges that neither the Company nor Liberum will be responsible.  If this is the case, the Placee should take its own advice and notify Liberum, or either of them, accordingly;

37               it agrees to participate in the Placing on the basis that the 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;

38               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 relevant rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Liberum's money in accordance with the client money rules and will be used by Liberum in the course of its business; and the Placee will rank only as a general creditor of Liberum;

39               neither it nor, as the case may be, its clients expect Liberum to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Liberum is not acting for it or its clients, and that Liberum will not be responsible for providing the protections afforded to customers of Liberum or for providing advice in respect of the transactions described in this Announcement;

40               time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;

41               the basis of any Placee's allocation in the Placing will be determined together by Liberum and the Company in their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

42               its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the conduct of the Placing;

43               Liberum and its Affiliates, acting as an investor for its or their own account(s) may, subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Liberum and/or any of its Affiliates acting as an investor for its or their own account(s). Each Placee further acknowledges that Liberum and its Affiliates may enter into financing arrangements and swaps with investors in connection with which Liberum and any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Liberum nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

44               it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

45               any documents or communication sent to a Placee will be sent at the Placee's risk and may be sent to any address notified by it to Liberum; 

46               the exercise by Liberum of any right or discretion under the Placing Agreement shall be within the absolute discretion of Liberum and need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Liberum or the Company, or any of their respective Affiliates, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

47               the Company, Liberum and others will rely upon the truth and accuracy of the confirmations, acknowledgements, representations, warranties, indemnities, agreements and undertakings in this Announcement including this Appendix ("Placing Confirmations") and, if any of the foregoing Placing Confirmations is or becomes no longer true or accurate, the Placee shall promptly notify Liberum;

48               if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the Placing Confirmations on behalf of each such accounts;

49               it agrees to indemnify on an after-tax basis and hold harmless each of the Company, Liberum, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the Placing Confirmations; and

50               its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Liberum or the Company in any jurisdiction.

The Placing Confirmations referred to above are given to each of the Company and Liberum (for their own benefit and, where relevant, the benefit of their respective Affiliates) and any person acting on their behalf, are irrevocable and shall not be capable of termination by it in any circumstances and will survive completion of the Placing and Admission.

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

The rights and remedies of Liberum and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others. The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by Liberum.

No claim shall be made against the Company, Liberum or their respective Affiliates or any other person acting on their behalf by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

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 a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Liberum will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Liberum in the event that any of the Company and/or Liberum have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Liberum accordingly.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

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 such changes.

This Announcement has been issued by the Company and is the sole responsibility of the Company.