Intention to Float on AIM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM IT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.  PLEASE SEE THE SECTION ENTITLED "DISCLAIMERS" AT THE END OF THIS ANNOUNCEMENT.

This announcement is not an offer of securities for sale in any jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in an admission document (the "Admission Document") in its final form which may be published by the Company in connection with the proposed admission of its ordinary shares to the AIM market of London Stock Exchange plc ("Admission"). The Company, PH Capital Limited, will be re-named Peel Hunt Limited on Admission.  A copy of any Admission Document will, following publication, be available on the Company's website at www.peelhunt.com, subject to certain access restrictions.  

14 September 2021

PH Capital Limited

to be renamed

Peel Hunt Limited

(the "Company" and, together with its subsidiaries, "Peel Hunt" or the "Group")

INTENTION TO FLOAT ON AIM

Peel Hunt, a leading UK mid and small-cap specialist investment bank, announces its intention to seek admission of its ordinary shares to trading on AIM, a market of the London Stock Exchange ("Admission").

The Group is a leading provider of investment banking services to mid and small-cap companies in the UK, with a consistent track record of investment and growth across its business since establishment in 1989. Its operations are supported by differentiated proprietary technology and each of its three divisions, Investment Banking, Research & Distribution and Execution & Trading, is a leading participant in its respective markets.

As at 31 August 2021, the Group had 157 corporate clients with an average market capitalisation of approximately £775 million. Its award-winning research is provided to over 1,200 institutions, with strong distribution coverage across the UK and US.

The Group also has a market leading trading platform that makes markets in over 10,000 instruments in 38 markets and is an increasingly important provider of trade execution services to the UK retail platforms and brokers. In the financial year ended 31 March 2021 ("FY21") 47 per cent. of all retail trade value in the UK was dealt on its trading platform, up from 19 per cent. in FY17.

In FY21 the Group continued its strong performance momentum, generating revenues of £196.8 million, up from £95.5 million in the previous year. The Group is well placed to continue increasing its market share and benefit from product and geographical expansion and structural changes in retail investment markets.

Peel Hunt is now seeking admission to AIM to support the next phase of its growth. This includes accelerating growth in all its businesses, establishing a European presence, continuing its investment in its differentiated proprietary technology to drive efficiencies, new products and services, and to fund future increases in regulatory and working capital.

Admission is expected to take place on or around 29 September. In conjunction with a placing of Ordinary Shares (the "Placing"), the Company will be conducting an intermediaries offer which will be facilitated by Peel Hunt LLP through the provision of the Peel Hunt Retail Capital Markets 'REX' technology portal (the "Intermediaries Offer") as well as an employee offer for eligible staff members (the "Employee Offer"). The Intermediaries Offer and Employee Offer, together, are limited to €8 million.

Directorate Change

The Group also announces the appointment of Lucinda Riches as an Independent Non-executive Director. Lucinda is currently a Non-executive Director at Ashtead Group plc and was previously Global Head of Equity Capital Markets and a member of the board of UBS Investment Bank. It is intended that on Admission she will become Deputy Chair and Senior Independent Director and will subsequently succeed Simon Hayes as Chair. Simon has indicated his intention to step down from the Board at the conclusion of the Company's annual general meeting in 2022. In the interim, he has agreed to remain on the Board to ensure an orderly transition.

Steven Fine, Chief Executive Officer of Peel Hunt, commented:

"We're delighted to announce our intention to admit to trading on AIM. Having expanded significantly over the last ten years, Peel Hunt is now well established as a leading UK mid and small-cap focused investment bank. The IPO represents an important milestone in our journey and allows us to accelerate our growth plans, building on the strong momentum in our business.

We are also pleased to welcome Lucinda Riches to the Board. With an extensive career in investment banking and as a Non-executive Director on listed company boards, Lucinda's skills and experience will be invaluable to us as we move forward. Simon has played a key role in the overall management and leadership of Peel Hunt, and I'd like to thank him for his substantial contribution."

Lucinda Riches, Non-executive Director, said:

"I am excited to be joining the Peel Hunt Board at this important juncture for the Company. Peel Hunt is a high-quality diversified investment banking business, with a well-known and highly respected brand across the capital markets. I look forward to working with Steven, the Peel Hunt team and the Board as the Company continues to go from strength to strength in this latest growth chapter."

Simon Hayes, Chair of Peel Hunt, said:

"It has been a privilege to chair Peel Hunt for the past five years and play a part in the Company's success over many more years before. The Group has seen significant growth as a private company and now is the right time for it to return to the public markets, with many exciting opportunities ahead. I am delighted that Lucinda will be succeeding me as Chair and look forward to working with her during a period of transition through to the AGM next year."

For further information, please contact:

Peel Hunt                                                           via. Engine MHP

Steven Fine, CEO                            

Sunil Dhall, CFOO

Engine MHP (Financial PR)                            +44 (0) 203 128 8540 / +44 (0) 203 128 8549

Andrew Jaques                                                 [email protected]

Charlie Barker

Rachel Mann

Robert Collett-Creedy

Keefe, Bruyette & Woods, a Stifel Company

(Joint Global Co-ordinator and Joint Bookrunner in respect of the Placing and Broker to the Company)                               

Alistair McKay                                                                                                                   +44 (0) 207 710 7600

Alberto Moreno Blasco

Fred Walsh

Dennis Towers

Peel Hunt LLP (Joint Global Co-ordinator and Joint Bookrunner in respect of the Placing and Intermediaries Offer Adviser in respect of the Intermediaries Offer)

Alastair Rae                                                                                                                      +44 (0) 20 7418 8900

Sohail Akbar

Rishi Shah

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett                                                                                                                    +44 (0) 207 728 2578

Colin Aaronson                                                                                                                +44 (0) 207 728 2942

Evercore Partners International LLP (Financial Adviser)                                        +44 (0) 207 653 6000

Andrew Sibbald

Peter Phipson

Lucy Berryman

Max Fallstrom

Notes to editors:

Background

Peel Hunt was founded in 1989 by Charles Peel and Christopher Holdsworth Hunt as a UK stockbroker.  It grew rapidly in the 1990s and was admitted to trading on AIM in February 2000 as Peel Hunt plc.  In December 2000, it was announced that the entire issued share capital of Peel Hunt plc would be acquired by KBC Bank NV. In November 2010, the buy-out of the Peel Hunt business from KBC completed, resulting in Peel Hunt being 75 per cent. owned by its staff at the time, and 25 per cent. owned by external investors. The Group has seen strong consistent growth across the business since 2010 and is now well-established as a specialist UK mid and small-cap focused investment bank.

Directors

Simon Hayes, Chair

Simon Hayes joined Peel Hunt in 1993 and has served as Peel Hunt LLP's Chair since July 2016 following 10 years as its Chief Executive and, before that, as Head of Corporate Finance.

As Chief Executive, Simon was responsible for the development of KBC Peel Hunt's corporate franchise and for the overall management and leadership of the firm. In 2010, he was a member of the executive committee that led the buy-out of the Group and the transition of the Group to independent status.

Simon is also Chair of Finsbury Growth & Income Trust plc, a FTSE 250 investment company.

After 28 years with the Group, including ten years as Chief Executive and the last five years as Chair of Peel Hunt LLP, Simon has indicated his intention to step down from the Board at the conclusion of the annual general meeting of the Company in 2022. In the interim, he has agreed to remain on the Board to ensure an orderly transition to Lucinda Riches, who will succeed him as Chair.

Steven Fine, Chief Executive Officer

Steven Fine has served as the Group's Chief Executive since 2016 in which capacity he oversees all of Peel Hunt's activity across Investment Banking, Equity Sales, Research, Trading and Support.

With a background in securities, Steven worked at D. E. Shaw International as Managing Director, Head of Sales & Trading from 1993 until its acquisition by KBC where Steven served as Managing Director - Global Head of Asian Equity & Equity-linked products and subsequently Managing Director - Head of Tokyo Office & Global Head of Equities until 2006.

In 2007, Steven moved to London to lead KBC Peel Hunt's Sales, Trading and Research teams and was a member of the executive committee in 2010 that led the buy-out of the Group from KBC. Steven was appointed Co-Head and Managing Partner in 2010.

Steven joined the board of the Quoted Companies Alliance in February 2020 and has been a judge for the Non-Executive Director Awards for over 10 years. Steven has a degree in accountancy.

Sunil Dhall, Chief Financial & Operating Officer

Sunil Dhall has been the Chief Financial & Operating Officer of Peel Hunt since January 2010. Following qualification as a Chartered Accountant in 2001, Sunil joined Credit Suisse as a Senior Internal Auditor working within a team covering the EMEA region. In 2004, Sunil joined KBC Financial Products to manage global projects across the group. He held a number of senior positions within KBC Financial Products, including the Global Head of Operational Risk.

In 2010, Sunil was a member of the executive committee that led the buy-out of Peel Hunt from KBC. As Chief Financial & Operating Officer, Sunil is responsible for the support and infrastructure groups for Peel Hunt, including Finance, Operations (including Settlements) and Technology. A Chartered Accountant, Sunil has a degree in Engineering, Economics and Management from Keble College, Oxford.

Lucinda Riches CBE, Deputy Chair and Senior Independent Director

Lucinda Riches joins Peel Hunt as a Non-executive Director and, from Admission, as Senior Independent Director and Deputy Chair. She will also be the chair of the Nomination Committee. She is also currently a non-executive director and chair of remuneration at Ashtead Group plc and a non-executive director of Greencoat UK Wind plc. Prior to becoming a non-executive director, Lucinda had a career in investment banking at UBS and its predecessor firms where she was Global Head of Equity Capital Markets. Lucinda was a member of the board of UBS Investment Bank. Her previous non-executive director roles include CRH plc, ICG Enterprise Trust plc, the British Standards Institution, Diverse Income Trust plc and UK Financial Investments Ltd.

Elizabeth Blythe, Independent Non-executive Director

Elizabeth Blythe joined the Group as an Independent Non-executive Director in 2020. She is currently the Chair of the Audit Committee and the Remuneration Committee of the Company. Elizabeth is also currently a non-executive director and chair of the audit committee at specialist lender Together Personal Finance and chair of the audit committee of Car Care Plan Holdings Ltd (part of Amtrust International Ltd). Prior to becoming a Non-executive Director, Elizabeth was Chief Internal Auditor at Skipton Building Society for almost 12 years, and Finance Director of Homeloan Management Limited (the largest third-party administrator in the UK, now part of Computershare) for 13 years. Elizabeth was also previously a trustee at Lhasa Limited, a global software development company.

Training with Ernst & Young, Elizabeth qualified as a Chartered Accountant in 1991.

Richard Brearley, Independent Non-executive Director

Richard Brearley joined the Group as an Independent Non-executive Director in September 2020 and became chair of the Risk Committee in March 2021. Richard is currently the Head of Compliance at the asset manager, Ninety One plc. From 2015 to 2020, Richard was the Regional Head of Compliance for banking group Macquarie in EMEA, spanning the UK, EU, Switzerland, South Africa and Middle Eastern markets and covering a wide range of business areas including asset management, sales and trading, investment banking, lending and leasing. Prior to that role, he was Head of Compliance and Legal at Investec plc and Investec Bank (2006 to 2015), held senior positions in the Markets Division of the Financial Services Authority (2002 to 2006) and, prior to that, was a Corporate Partner at solicitors Nabarro Nathanson where he specialised in public and private M&A, IPOs and secondary equity fundraisings for listed issuers. During his time with Nabarro Nathanson, between 1994 and 2002, Richard was seconded to the UK Takeover Panel from 1999 to 2001. Richard has previously served as a non-executive Director of AIM-quoted electronics business Datong Plc.

Darren Carter, Non-executive Director

Darren Carter has been chairman of Peel Hunt since its buyout from KBC in 2010 until September 2021. He provided 50 per cent. of the external investment in the buy-out and is the largest shareholder. Since 2016, Darren has been a Non-executive Director.

Darren started his career at Cresvale and after seven years as an Institutional Sales Manager of Japanese Equity Linked Products, Darren joined D. E. Shaw Securities International in 1993 as Director of Sales and Trading, Equity Linked Products, responsible for building the equity linked business. Promoted to Managing Director in 1996, he was responsible for the firm's financial products businesses in London, New York, Tokyo and Hong Kong and oversaw its sale to KBC in 1999. Darren was appointed Chief Executive of KBC Financial Products following KBC's acquisition of D. E. Shaw, with responsibility for the overall management of the firm and all its subsidiaries globally. Darren oversaw the divestment of KBC Financial Product's Global Convertible Bonds and Asian Equity Derivatives businesses, successfully negotiating their acquisition by Daiwa Securities. He was the chair of Peel Hunt LLP from 2010 until 2016.

Since 2018, Darren has been a non-executive director of Praetura Group and was also previously a non-executive director of Avoca Capital, an asset management company sold to KKR in 2014.

DISCLAIMERS

This announcement is a financial promotion and is not intended to constitute investment advice.  This announcement which has been prepared by, and is the sole responsibility of the Company, has been approved as at 14 September 2021 for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) by Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ("KBW"), which is authorised and regulated by the Financial Conduct Authority ("FCA").  Notwithstanding this approval, KBW has not distributed or communicated under the terms of its approval to any person (including, but not limited to, any retail investor).     

This announcement is for information only and does not constitute, or form part of, any offer to issue or sell or an invitation to subscribe for or purchase, or any solicitation of any offer to purchase or subscribe for, or any recommendation regarding any investment in the ordinary shares of the Company ("Ordinary Shares") or the provision of investment advice.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  No information set out in this announcement is intended to form the basis of any decision to purchase shares in the Company.  The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements, when you sell your investment you may get back less than you originally invested.

Recipients of this announcement who are considering acquiring Ordinary Shares following publication of the Admission Document are reminded that any such acquisition must be made only on the basis of the information contained in the Admission Document which may be different from the information contained in this announcement.  Potential investors should not base their financial decision on this announcement. Potential investors are recommended to seek their own independent legal, tax, financial and other advice and should rely solely on their own judgment, review and analysis in evaluating the Company, its business and affairs.  This announcement has not been approved by any competent regulatory authority.

The Company may decide not to go ahead with any offer of Ordinary Shares (the "Offer") and there is therefore no guarantee that an Admission Document will be published, the Offer will be made or Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to any Offer or Admission at this stage.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to limited exceptions, will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. No public offering of securities is being made in the United States.

Neither this announcement nor any copy of it may be taken, transmitted, published or distributed in or into Australia, Japan 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 securities laws or the laws of any such jurisdiction.  Persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction.

This announcement is only directed at, and being distributed to and any Offer if subsequently made is only directed at: (A) in the United Kingdom, "qualified investors" (within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are such other persons to whom it may otherwise be lawful to communicate it to ("UK Relevant Persons"); (B) in any member state of the European Economic Area, "qualified investors" (within the meaning of Article 2 of Regulation (EU) 2017/1129) ("EU Qualified Investors"); and (C) in Canada "accredited investors" as defined in National Instrument 45-106 - Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), that are also "permitted clients" as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; and (D) in Hong Kong, "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made under that ordinance, (each of (A), (B), (C) and (D), a "Relevant Person"). Any investment or investment activity to which this announcement relates is only available to Relevant Persons and will be engaged in only with such persons.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "intends", "expects", "believes", "anticipates", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements relate to matters that are not historical facts and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes and changes in taxation regimes.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the current view of the Company's directors with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Company's directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

Peel Hunt LLP is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company as joint global co-ordinator and joint bookrunner in respect of the Placing and Admission and as intermediaries offer adviser in respect of the Intermediaries Offer and no-one else in connection with the Placing,  Admission, the Intermediaries Offer or the Employee Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing, Admission, the Intermediaries Offer, the Employee Offer or any other transaction, document or arrangement referred to in this announcement  and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing, Admission, the Intermediaries Offer, the Employee Offer or any other transaction, document or arrangement referred to in this announcement.

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company as joint global co-ordinator and joint bookrunner in respect of the Placing and Admission and as the Company's broker and no-one else in connection with the Placing or Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing, Admission or any other transaction, document or arrangement referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing, Admission or any other transaction, document or arrangement referred to in this announcement.

Grant Thornton UK LLP is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company as nominated adviser and no-one else in connection with the Offer and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Offer, Admission or any other transaction, document or arrangement referred to in this announcement. Its responsibilities as the Company's nominated adviser under the AIM Rules for Companies and AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or any director of the Company or to any other person in respect of any decision to subscribe for and/or acquire Ordinary Shares in reliance on any part of this announcement.

Evercore Partners International LLP is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company as financial adviser and no-one else in connection with the Offer and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Offer, Admission or any other transaction, document or arrangement referred to in this announcement.

Apart from the liabilities and responsibilities (if any) which may be imposed on Peel Hunt LLP or Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) (the "Joint Bookrunners") or Grant Thornton UK LLP (the "Nominated Adviser") or Evercore Partners International LLP (the "Financial Adviser") by FSMA or the regulatory regime established thereunder, none of the Joint Bookrunners or the Nominated Adviser, nor any person acting on their behalf, nor any of their respective affiliates make any representation, express or implied, nor accept any responsibility whatsoever for the contents of this announcement or for any other statement made or purported to be made by any of the Joint Bookrunners, the Nominated Adviser, the Financial Adviser or on their behalf in connection with the Company, the Ordinary Shares, the Offer or Admission and the Joint Bookrunners, the Nominated Adviser, the Financial Adviser and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might otherwise have in respect of this announcement or any such statement.

None of the Joint Bookrunners, nor the Nominated Adviser, nor the Financial Adviser, nor their respective affiliates, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or its ordinary shares, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares the subject of the Offer have been subject to a product approval process, which has determined that such Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties and agreed retail investors consistent with the Offer structure.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Ordinary Shares.

Each distributor (including each Intermediary) is responsible for undertaking its own target market assessment in respect of the Ordinary 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 Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in 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 Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties and agreed retail investors consistent with the Offer structure.

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 any Ordinary Shares. Each distributor (including each Intermediary) is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.