Biome Tech Regulatory News (BIOM)

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12 September 2019

Biome Technologies plc

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

Proposed Placing to raise £1.3 million

Directors' Placing participations and related party transactions

Notice of General Meeting

Biome Technologies plc, a leading bioplastics and radio frequency technology business, is pleased to announce that it has conditionally raised approximately £1.3 million (before expenses) by way of a placing (the "Placing") of 433,337 new ordinary shares in the Company ("Placing Shares") at a price of 300 pence per share (the "Issue Price").

It is intended that the net proceeds of the Placing will be used to fund growth and development of the Group's Biome Bioplastics division. The Placing is subject, inter alia, to shareholder approval at a general meeting of the Company (the "General Meeting").

Highlights

·; Biome proposes to raise gross proceeds of approximately £1.3 million via the Placing to fund Biome Bioplastics' growth and development

·; Opportunity for significant further growth of the Biome Bioplastics business via the deployment of additional resources

·; Pipeline of approximately 15 key bioplastics development projects underway with a customer group that ranges from mid-sized businesses to multi-nationals

·; Net proceeds of the Placing are expected to be used for:

o Growth capital needs for several bioplastics projects that are scaling up and will drive a significant increase in revenues over the next 18 months as manufacturing ramps-up in UK, Germany and the USA

o Maintaining an increased investment in sales activities and development spending to support and further accelerate the growth of Biome Bioplastics' business

o Investment in bioplastics Industrial Biotechnology Research and Development that will support growth beyond the two-year timescale

·; Placing Shares will represent approximately 15.5 per cent of the issued share capital of the Company as enlarged by the issue of the Placing Shares

Paul Mines, Chief Executive Officer of Biome, commented:

"Against a background of growing interest in our bioplastics materials, these additional funds will enable the Group to proceed with multiple projects to deliver its ambitious revenue growth targets as well as invest in the development of the next generation of high-performance products."

John Standen, Non-Executive Chairman, and his wife Kathleen Standen have subscribed for 5,000 Placing Shares in aggregate, which represents an amount of £15,000 at the Issue Price. Paul Mines, Chief Executive Officer, has subscribed for 5,000 Placing Shares, which represents an amount of £15,000 at the Issue Price. The FCA notifications, made in accordance with the requirements of the EU Market Abuse Regulation, are appended below.

Upon Admission, the Company's issued ordinary share capital will consist of 2,798,525 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 2,798,525. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

A Circular containing the Notice of General Meeting will be posted to shareholders later today and will be made available shortly on the Company's website at www.biometechnologiesplc.com.

The above summary should be read in conjunction with the full text of this announcement and the Circular, extracts from which are set out below. All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement and as defined in the Circular.

Extracts from the Circular

(References to pages or paragraphs below refer to the relevant pages or paragraphs of the Circular. References to 'this document' refer to the Circular.)

1. Introduction

The Company announced today that it proposes to raise approximately £1.3 million (before expenses) by way of a placing of the Placing Shares at the Issue Price of 300 pence per new Ordinary Share. It is intended that the net proceeds of the Placing will be used to fund growth and development of the Group's Biome Bioplastics division. The purpose of this letter is to explain to Shareholders the background to and reasons for the Placing and to seek their approval of the Resolutions.

The allotment of the Placing Shares is conditional, inter alia, upon the Company obtaining approval of shareholders of the Resolutions to be proposed at the General Meeting to provide sufficient authority to enable the allotment of the Placing Shares and disapply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares.

Accordingly, the Company is seeking the approval of Shareholders to the Resolutions which are to be put to the General Meeting of the Company to be held at the offices of Osborne Clarke LLP, One London Wall London EC2Y 5EB at 2.30 p.m. on 30 September 2019. If the Resolutions are not passed by Shareholders at the General Meeting, the Placing as currently envisaged will not proceed. The Notice of General Meeting is set out at the end of the Circular.

Whether or not you intend to attend the General Meeting you are encouraged to complete the return the enclosed Form of Proxy in accordance with the instructions printed thereon. The Form of Proxy must be received by our Registrar as soon as possible and by no later than 2.30 p.m. on 28 September 2019.

The Placing Shares to be issued pursuant to the Placing are to be admitted to trading on AIM, which, should the Resolutions be passed at the General Meeting, is expected to take place on 2 October 2019.

2. Background to and reasons for the Placing

The Group is a growth-orientated, commercially driven technology group. Its strategy is founded on building market-leading positions based on patented technology and serving international customers in valuable market sectors. Products are developed for application areas where value-added pricing can be justified and are not reliant on government legislation. These products are driven by customer requirements and are compatible with existing manufacturing processes. The business is market rather than technology-led.

The Group comprises two divisions, Biome Bioplastics and Stanelco RF Technologies. Biome Bioplastics is a leading developer of highly-functional, bio-based and biodegradable plastics. Biome Bioplastics' mission is to produce bioplastics that challenge the dominance of oil-based polymers. Stanelco RF Technologies designs, builds and services advanced radio frequency (RF) systems.

Under the glare of environmental concerns, brands are changing the plastics that they use, and revenues from Biome Bioplastics have begun to accelerate (particularly in the US market). There is now an opportunity for significant further growth of the Biome Bioplastics business via the deployment of additional resources.

The Company therefore proposes to raise gross proceeds of approximately £1.3 million via the Placing to fund Biome Bioplastics' growth and development.

The bioplastics market and opportunity

An estimated 8.3 billion tonnes of plastic waste has been generated globally since the 1950s (Science, 2017) and approximately 80% of this still remains in landfill or in the environment. Oil-based plastics are produced at a rate of approximately 350 million tonnes per annum, which is growing. Although incredibly useful, such materials have been developed with a focus on performance rather than recyclability and environmental impact. The enormity of the plastics problem is now apparent and although multi-tiered, the crux of the issue often lies with the molecular structure of the materials. For several reasons recycling alone is not the answer.

Bio-based and biodegradable/compostable plastics are being seen as an important part of the solution to the "plastics problem", with bio-based materials made from renewable biomass being replacements for fossil-oil based materials. Studies show that bio-based materials can play a role in reducing carbon emissions from the manufacture and the lifecycle of plastic products. Compostable plastics also have a role to play, particularly in food packaging, in terms of both diverting food waste away from landfill and in providing a suitable end-of-life for such materials via composting (organic recycling).

The bioplastics market has been growing for several years with the recent focus on environmental damage bringing greater focus on the sector. Many commentators are anticipating significant further growth in the global bioplastics market in the coming years. Whilst the UK market has lagged behind the likes of Italy, Germany and the US, the Directors believe that a change of direction now appears underway. This is evidenced by the UK Plastics Pact, a coalition of companies that account for some 80% of consumer packaging in the UK, which have signed up to a target that requires all packaging to be recyclable or compostable by 2025.

The Biome Bioplastics Business

Biome Bioplastics develops and manufactures bioplastic compounds, using bio-based/biodegradable polymers, natural materials and other additives. It works closely with customers in two to four year development cycles to deliver highly differentiated products. Biome's capability has been built from over 10 years of development and is based on extensive knowledge of the sector and the performance of its materials.

Biome Bioplastics deploys a low capital expenditure manufacturing model, using contracted manufacturing facilities in Europe/the US to make its finished products at scale. This allows for a rapid scale-up in the production of new materials close to their point of use. The business' existing portfolio of commercialised products includes materials used in oxygen barrier packaging for coffee, high temperature rigid materials and non-woven filtration product used in coffee pods.

Biome Bioplastics has a strong focus on the US market where brand interest, volumes of scale and supportive industrial composting infrastructure are already in place. Most of the products sold are bespoke compounds and the business has a pipeline of approximately 15 key development projects underway with a customer group that ranges from mid-sized businesses to multi-nationals.

Since 2013, Biome Bioplastics' medium-term research and development has been focused on the production of bio-based and biodegradable aromatic polyesters using Industrial Biotechnology. Using biomass inputs and biological conversion processes, Biome Bioplastics has been able to create what the Directors consider to be a new generation of bioplastics with outstanding functionality, at laboratory scale. During this process, Biome Bioplastics pioneered novel bio-manufacturing and polymerisation processes, which enables access to a significant number of pathways to create a series of monomers and co-polymers.

Biome Bioplastics' extended team is working with leading universities, research bodies, scale-up facilities and government, in order to accelerate its work in Industrial Biotechnology. The Group's network comprises some of the leading expertise and facilities available in the world. Over the last four years Biome Bioplastics has coordinated over £6 million of research and development funding in pursuit of the goal of bringing novel bio-based polyesters to market. Four patent applications on this Industrial Biotechnology work have been filed in major markets and having demonstrated the technology at laboratory scale, the next 24 months will focus on the scale-up of the processes and establishing commercial viability.

A number of high-quality projects/products with significant revenue potential have come through Biome Bioplastics' development cycle and are launching in FY 2019 and 2020, namely:

• a new material for disposable cutlery for a customer in the US market started with initial revenues in Q2 2019 and is being ramped up in Q3 2019. This material has broader market applicability;

• a new material for the structure of a coffee pod used in the US coffee market that is heat stable. Revenues are anticipated to start in Q3 2019;

• a new material for a single serve nutrition pod being manufactured in Switzerland and launched in the US market. Revenues started in Q2 2019 and are expected to step-up in FY 2020; and

• existing materials (manufactured in Germany) are being deployed in a number of plastic film products for a US customer. Revenues commenced Q2 2019.

 It is anticipated that these projects will support growth in Biome Bioplastics' revenues in the coming years.

The Stanelco RF Technologies market and opportunity 

Stanelco RF Technologies is a specialist Original Equipment Manufacturer (OEM) engineering business that develops radio frequency (RF) welding, heating and furnace technology-based equipment, which uses the heating effect of electromagnetic waves to heat and weld materials. The business operates in a variety of international markets with India and China as markets of scale.

The business has an international market-leading position in the furnace market for fibre-optic cable production. These furnaces are an important part of the 5G mobile technology rollout and the demand for the infrastructure underlying the global data capacity for the internet.

Recently, the fibre-optic market has seen rapid growth, driven by investment in significant new capacity in Asia. Stanelco RF Technologies moved quickly to realise this growth opportunity and scaled-up its production of furnaces to more than double that of 2017. This scale-up included expansion at the Group's Southampton facilities and a 30% increase in production staff. To maintain its leading position Stanelco RF Technologies continues to make significant further investment in the next generation of furnace technologies.

The Group has made a concerted effort to increase Stanelco RF Technologies' geographic footprint and range of applications. In FY 2017/2018, it launched several new "standard" power supply products into new industrial markets, with dedicated sales and technical support staff. The business now benefits from repeat revenues from power generation, medical and general industrial markets, primarily in the UK.

3. Current trading and prospects

Earlier today, the Company announced its unaudited interim financial results for the period ended 30 June 2019. Group revenues for the first half of 2019 were £3.6 million (H1 2018: £4.4 million), which reflected a more normal level of revenue at the Stanelco RF Technologies division after its exceptional performance in 2018. The Group recorded a small loss before interest, depreciation, amortisation and share option charges in the first half of 2019 of £0.2 million (H1 2018: £0.5 million profit).

Biome Bioplastics

Revenues in the Biome Bioplastics division for the first half of 2019 were £1.4 million (H1 2018: £0.9 million) with the turnover reflecting increases in existing products as well as the early phase of commercialisation of three new products with customers in the USA. It is anticipated that revenues for these products will increase over the coming quarters as they scale up in line with customers' demands.

The commercial opportunities in bioplastics that the Group is sourcing are growing in scale and improving in quality. To further Biome Bioplastics' strong product development pipeline, a number of new commercial and technical team members have been recruited into the business in the last 12 months and they are all now making significant contributions alongside their more experienced colleagues. Biome Bioplastics has continued with its mid-term strategy to develop a new range of bioplastics, with the aim of generating bio-based and biodegradable plastic products with increased performance that can be produced at a cost more comparable to traditional plastics made from petro-chemicals. Additionally, during the first half the year, development work commenced on scale up of one of the new monomers in conjunction with Nottingham University.

Stanelco RF Technologies

Revenues for the first half of 2019 in the RF Technologies division were £2.2 million (H1 2018: £3.5 million) reflecting a return to the more normalised levels of fibre optic furnace demand from the previously reported exceptional demand recorded in 2018. The division signed a £1.3 million contract for the supply of a number of fibre optic furnaces in the second half of 2019 and it is against this backdrop that the Board continues to expect full year revenues for this division to be in line with those of 2017.

4. Reasons for the Placing and use of proceeds

Revenues from Biome Bioplastics have, in the first six months of 2019, begun to accelerate, particularly in the US market.

To maintain and build on this growth, investment is required in both:

·; the costs associated with scaling up manufacture (in the US, Germany and UK); and

·; the acquisition of raw materials, stocks and debtors as production volumes increase.

Further, Biome Bioplastics is working on a variety of further projects with implementations that stretch through 2020 and beyond and the business continues to receive an elevated level of new enquiries. Progressing these will require investment to bring them to market.

The Directors believe that continuing the Biome Bioplastics' research and development investment in new disruptive technology has the potential to further differentiate the business and this investment will be leveraged by grant funding to establish the initial commercial viability of the associated novel polyesters and supporting monomers.

The timing and expected use of the net proceeds of the Placing is set out below:

* Net of the estimated costs associated with the Placing.

5. Details of the Placing and Admission

The Placing will result in the issue of a total of 433,337 new Ordinary Shares, representing, in aggregate, approximately 15.5 per cent. of the Enlarged Share Capital. The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares of the Company and will therefore rank equally for all dividends or other distributions declared, made or paid following Admission.

The Issue Price of 300 pence approximately represents a 14.3 per cent. discount to the closing middle market price of an Ordinary Share of 350 pence on 11 September 2019, being the latest practicable date prior to the announcement of the Placing.

An application will be made to London Stock Exchange for the Placing Shares to be admitted to trading on AIM and such admission is expected to occur on 2 October 2019, subject to approval of the Resolutions.

Allenby Capital has entered into the Placing Agreement with the Company under which Allenby Capital has, on the terms and subject to the conditions set out therein (including Admission), undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Allenby Capital. The Placing is not being underwritten by Allenby Capital or any other person.

The Placing is conditional, inter alia, upon the passing of the Resolutions and Admission and the Placing Agreement not being terminated prior to Admission (and in any event no later than 15 October 2019).

6. Significant shareholder and Director participations

Details of the subscriptions by certain of the Directors at the Issue Price and their resultant shareholdings on Admission are as follows:

* John Standen's participation in the Placing includes 2,500 Placing Shares subscribed for by his wife, Mrs K M Standen.

The subscriptions by Paul Mines and John Standen (and his wife) in the Placing are deemed to be related party transactions pursuant to rule 13 of the AIM Rules for Companies. Accordingly, the Independent Directors consider, having consulted with the Company's nominated adviser, Allenby Capital, that the terms of subscription to the Placing Shares by Paul Mines and John Standen (and his wife) are fair and reasonable insofar as Shareholders are concerned.

Assuming completion of the Placing, the Company is aware of the following persons that will be interested in three per cent. or more of the Enlarged Share Capital:

*Mr V A Pereira's holding includes 82,416 Ordinary Shares held by his wife, Mrs G Pereira.

Mr V Pereira and Mr JM Rushton-Turner are subscribing for 66,667 and 76,667 Placing Shares respectively, representing £200,001 and £230,001 respectively at the Issue Price. As Mr V Pereira and Mr JM Rushton-Turner each currently hold more than 10 per cent. of the Ordinary Shares, both of the subscriptions of Placing Shares by them are deemed to be related party transactions pursuant to rule 13 of the AIM Rules for Companies.

Accordingly, the Independent Directors consider, having consulted with the Company's nominated adviser, Allenby Capital, that the terms of subscription to the Placing Shares by Mr V Pereira and Mr JM Rushton-Turner are fair and reasonable insofar as Shareholders are concerned.

7. General Meeting

A notice convening a General Meeting of the Company, to be held at the offices of Osborne Clarke LLP, One London Wall London EC2Y 5EB at 2.30 p.m. on 30 September 2019 is set out at the end of the Circular. At the General Meeting, the following Resolutions will be proposed:

1. Resolution numbered 1 is proposed as an ordinary resolution to grant authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount of £21,666.85. This resolution will give the Directors sufficient authority to allot the Placing Shares pursuant to the Placing; and

2. Resolution numbered 2 is proposed as a special resolution to dis-apply statutory pre-emption rights in respect of the allotment of up to 433,337 new Ordinary Shares for cash. This number represents 433,337 Placing Shares pursuant to the Placing.

Resolution 1 will be proposed as an ordinary resolution and Resolution 2 as a special resolution.

8. Action to be taken by Shareholders

Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD as soon as possible and, in any event, so as to arrive no later than 2.30 p.m. on 28 September 2019. Completion and return of the Form of Proxy will not affect your right to attend and vote in person at the General Meeting if you so wish.

Instructions for voting by proxy through CREST are set out in paragraphs 9 to 11 of the notes to the notice of General Meeting.

In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, the Shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.

In order for the Placing to proceed, Shareholders will need to approve both of the Resolutions set out in the Notice of General Meeting. If the Resolutions are not passed at the General Meeting, the Placing will not proceed which will have an impact on the ability of the Group to pursue its growth strategy. Accordingly, it is important that Shareholders vote in favour of the Resolutions.

9. Directors' Recommendation

The Board of Biome considers the Placing to be in the best interests of the Company and its shareholders as a whole and therefore the Directors unanimously recommend that shareholders vote in favour of the Resolutions as they intend to do in respect of their own shareholdings (and the shareholdings of their connected parties) of, in aggregate, 87,902 Ordinary Shares (representing approximately 3.7% per cent. of the Company's existing issued share capital).

PLACING STATISTICS

DEFINITIONS

"Act" the Companies Act 2006 (as amended);

"Admission" the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"AIM Rules" the AIM Rules for Companies, as published and amended from

time to time by the London Stock Exchange;

"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and

broker pursuant to the AIM Rules;

"Articles" the existing articles of association of the Company as at the

date of the Circular;

"Biome Bioplastics" Biome Bioplastics Limited, a wholly owned subsidiary of the Company which operates in the field of bio-based and biodegradable plastics;

"Business Day" any day (other than a Saturday or Sunday) upon which

commercial banks are open for business in London, UK;

"Circular" the circular sent to shareholders of the Company on or around the date of this announcement;

"Company" or "Biome" Biome Technologies plc;

"CREST" the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK and Ireland in accordance with the CREST Regulations;

"CREST member" a person who has been admitted by Euroclear UK and Ireland as a system- member (as defined in the CREST Regulations);

"Directors" or "Board" the directors of the Company;

"Enlarged Share Capital" the issued ordinary share capital of the Company immediately following Admission;

"Euroclear UK & Ireland" Euroclear UK & Ireland Limited, the operator of CREST;

"Existing Ordinary Shares" the existing Ordinary Shares as at the date of the Circular;

"FCA" the Financial Conduct Authority of the United Kingdom;

"Form of Proxy" the form of proxy for use by Shareholders in connection with the General Meeting;

"FSMA" the Financial Services and Markets Act 2000 (as amended);

"General Meeting" or "GM" the general meeting of Shareholders to be held at the offices of Osborne Clarke LLP, One London Wall London EC2Y 5EB at 2.30 p.m. on 30 September 2019;

"Independent Directors" for the purposes of the Placing only, Declan Brown and Michael Kayser;

"ISIN" International Securities Identification Number;

"Issue Price" 300 pence per Placing Share;

"London Stock Exchange" London Stock Exchange plc;

"Member Account ID" the identification code or number attached to any member account in CREST;

"Notice of General Meeting" the notice of General Meeting set out at the end of the Circular;

"Ordinary Shares" the ordinary shares of 5p each in the capital of the Company;

"Overseas Shareholder" a Shareholder who is resident in, or who is a citizen of, or who has a registered address in a jurisdiction outside the United Kingdom;

"Placees" the persons who have conditionally agreed to subscribe for the Placing Shares;

"Placing" the placing of the Placing Shares at the Issue Price as described in the Circular;

"Placing Agreement" the conditional agreement dated 12 September 2019 between the Company and Allenby Capital relating to the Placing;

"Placing Shares" the 433,337 new Ordinary Shares which have been conditionally placed by Allenby Capital with institutional and other investors pursuant to the Placing;

"Registrars" Neville Registrars Limited;

"Resolutions" the resolutions numbered 1 and 2 set out in the Notice of General Meeting to be proposed at the General Meeting;

"Restricted Jurisdiction" each and any of the United States of America, Australia, Canada, Japan, New Zealand, Russia, the Republic of Ireland and the Republic of South Africa and any other jurisdiction where extension or availability of the Placing would breach any applicable law or regulations;

"Shareholder(s)" holder(s) of Existing Ordinary Shares;

"Stanelco RF" Stanelco RF Technologies Limited, a wholly-owned subsidiary of the Company which is an equipment manufacturer in the specialised field of radio-frequency heating;

"sterling", "pounds sterling", the lawful currency of the United Kingdom; "£", "pence" or "p"

"US$" or "US dollar" the lawful currency of the United States of America;

"US Person" a US person as defined in Regulation S promulgated under the US Securities Act; and

"US Securities Act" the United States Securities Act of 1933 (as amended).

About Biome

Biome Technologies plc (Ticker: BIOM) is an AIM listed, growth-orientated, commercially driven technology group. Our strategy is founded on building market-leading positions based on patented technology and serving international customers in valuable market sectors. We have chosen to do this by developing products in application areas where the value-added pricing can be justified and that are not reliant on government legislation. These products are driven by customer requirements and are compatible with existing manufacturing processes. They are market rather than technology-led.

The Group comprises two divisions, Biome Bioplastics Limited and Stanelco RF Technologies Limited. Biome Bioplastics is a leading developer of highly-functional, bio-based and biodegradable plastics. The company's mission is to produce bioplastics that challenge the dominance of oil-based polymers. Stanelco RF Technologies designs, builds and services advanced radio frequency (RF) systems. Dielectric and induction heating products are at the core of a product offering that ranges from portable sealing devices to large furnaces for the fibre optics markets.

In 2018, the Board adopted the following three high level KPIs for the next three years to continue its ambitious momentum:

·; Compound revenue growth of 25% per annum across the Group and 40% compound revenue growth in the Bioplastics division

·; Diversify the Group's turnover by product and market to ensure that no one product or end customer contributes more than 15% of revenues by 2020

·; Increase investment in the Group's next generation of products by spending significantly more per annum on average than the £0.3m per annum average spend over the previous strategic objective cycle

www.biometechnologiesplc.com

www.biomebioplastics.com and www.thinkbioplastic.com 

www.stanelcorftechnologies.com

#ThinkBioplastic is our digital educational platform, launched in October 2018 in response to the emerging global plastic conversation. It speaks to a wide audience, highlighting bioplastics as a leading solution among several to reduce the negative impact of plastic manufacture and disposal. Following the much acclaimed first series of short videos the second series was recently released.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

Information to Distributors

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 "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterparties have been procured. For the avoidance of doubt, the 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 Placing Shares.