Charles Taylor Regulatory News (CTR)

NEITHER THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) NOR THE INFORMATION CONTAINED IN IT IS FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

Charles Taylor plc

PROPOSED PLACING OF NEW ORDINARY SHARES

3 May 2018

Charles Taylor plc ("Company" and, together with its subsidiaries, "Charles Taylor" or the "Group") today announces a placing of up to 6,770,875 new ordinary shares of 1 penny each in the capital of the Company (the "Placing Shares"), representing approximately 9.75% of the current issued share capital of the Company raising gross proceeds of up to approximately £17.6 million (the "Placing").

The Placing is being conducted, subject to satisfaction of certain conditions set out in the Appendix to this announcement, through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this placing announcement (together with the Appendix, the "Announcement"). Liberum Capital Limited ("Liberum") is acting as sole bookrunner in connection with the Placing.

Highlights

· The net proceeds of the Placing will be used to finance the Acquisition (as defined below). Charles Taylor InsureTech Limited and Charles Taylor Insurance Services Limited have agreed to acquire the principal entities of the Inworx group of companies from its shareholders, and Charles Taylor InsureTech Mexico S.A. de C.V. has also agreed to acquire the business and assets of Inworx S.A de CV (collectively, the "Acquisition")

· The Acquisition is expected to be earnings per share neutral in 2018 and enhancing in 2019.

· The Placing Shares will, when issued, be credited as fully paid, be subject to the Company's articles of association and rank pari passu with the existing ordinary shares of 1 penny each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue. For the avoidance of doubt, the Placing Shares will not be entitled to receive the Company's 2017 final dividend, which is to be paid to shareholders of the Company on the register of the Company as at 27 April 2018 (subject to shareholders' approval at the 2018 AGM on 15 May 2018).

Background to and reasons for the Placing

· Acquisition of Inworx

The Company has today published an announcement in connection with, and providing further details in relation to, the Acquisition. Inworx is an insurance-focused technology consultancy and software provider to insurance brokers, insurers and other corporates in 15 countries across Latin America.

The initial consideration payable at closing of the Acquisition will comprise US$19.0 million in cash and US$3.5 million in new ordinary shares of the Company. The net proceeds of the Placing will be used to finance the cash component of the initial consideration for the Acquisition. Deferred consideration, calculated based on the EBITDA delivered by Inworx, will be paid over the four years following the Acquisition. Based on management's projections, the deferred consideration is expected to amount to US$21.0 million. Total consideration is capped at US$50.5 million.

The remainder of the net proceeds will be used for general corporate purposes and to provide financial capacity for further acquisitions, as opportunities arise.

Details of the Placing

The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares and the price per Placing Share will be determined by the Company and Liberum at the close of the Bookbuild and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Liberum. Details of the price per Placing Share and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will be issued on a non-pre-emptive basis in accordance with authorisations granted pursuant to resolutions approved at the Company's last Annual General Meeting held on 16 May 2017.

Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's main market for listed securities ("Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence on 8 May 2018.

The Placing is conditional upon, inter alia, Admission becoming effective and upon the placing agreement between the Company and Liberum (the "Placing Agreement") becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors 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 in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Commenting on the Placing, David Marock, Chief Executive, said:

"Charles Taylor is delivering its growth strategy though a combination of organic growth and by making carefully targeted acquisitions. The proceeds of this placing will enable us to drive forward our technology strategy by completing the acquisition of Inworx, an insurance-focused technology consultancy and software provider to insurance brokers, insurers and non-traditional insurance players in 15 countries across Latin America. Charles Taylor InsureTech is becoming established as a global insurance technology provider, having been selected to deliver large, high-profile, multi-year projects in Europe and Latin America. Acquiring Inworx will accelerates this strategy and builds on the Group's deep insurance expertise and long-established technology capabilities".

Legal Entity Identifier (LEI): 2138009V1NHVCXIQ6V62

Classification: 2.2 Inside information disclosed under article 17 of the Market Abuse Regulation

For further information, please contact:

Notes to editors

Charles Taylor plc (www.ctplc.com) supports and enables the insurance market to meet the continually evolving challenges it faces. We provide technical services to make the business of insurance work fundamentally better. We have been providing insurance-related technical services and solutions since 1884 and today we employ around 2,100 permanent and contract staff in 107 locations spread across 29 countries in the UK, the Americas, Asia Pacific, Europe the Middle East and Africa.

We are unique in our market in that our services support every stage of the insurance lifecycle and every aspect of the insurance operating model. We develop and operate insurance vehicles on behalf of our clients, manage claims programmes and adjust losses. We handle legacy and run-off portfolios, provide a variety of specialist operational support services and offer solutions and support to drive insurance technology transformation.

Charles Taylor's breadth of services, technical skills and resources and global presence means the Group can manage and resolve virtually any insurance-related matter, wherever and whenever it occurs.

IMPORTANT NOTICE

This Announcement has been issued by Charles Taylor plc and is the sole responsibility of Charles Taylor plc. The information in this announcement is for background purposes only and does not purport to be full or complete. The material set out herein is for information purposes only and should not be construed as an offer of securities for sale in the United States, Australia, Canada, Japan, or South Africa or any other state or jurisdiction in which such offer is not authorised or to any person to whom it is unlawful to make such offer. The information contained in this announcement is given at the date of its publication (unless otherwise stated) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

This Announcement and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe, directly or indirectly, for shares in the capital of the Company in the United States, Australia, Canada, Japan, or 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 the securities laws of such jurisdictions. The Placing 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 of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain limited exceptions, the Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act ("Regulation S"). 

No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive (as defined below) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC as amended, and includes the 2010 PD Amending Directive (Directive 2010/73/EU) to the extent implemented in the relevant Member State) (the "Prospectus Directive") ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated and in all cases who are capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA Conduct of Business Rules; (all such persons 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. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

The Placing Shares are only suitable for investors who understand the potential risk of capital loss, for whom an investment in the Placing Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Placing will proceed and that Admission will occur and you should not base your financial decisions on Charles Taylor plc's intention in relation to the Placing and Admission at this stage. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under FSMA, if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. This announcement does not constitute a recommendation concerning the Placing. The price and value of the Placing Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Placing or Admission cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Placing for the person concerned.

Certain information contained in this Announcement, including any information as to Charles Taylor's or Inworx's strategy, plans or future financial or operating performance constitutes "forward-looking statements". These forward-looking statements can be identified by the use of terminology such as, "aims", "anticipates", "assumes", "believes", "budgets", "could", "contemplates", "continues", "estimates", "expects", "intends", "may", "plans", "predicts", "projects", "schedules", "seeks", "shall", "should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements appear in a number of places throughout this announcement and include, but are not limited to, express or implied statements relating to Charles Taylor's business strategy and outlook; Charles Taylor's and Inworx's future results of operations; Charles Taylor 's and Inworx's future financial and market positions; expectations as to future growth; general economic trends and other trends in the industry in which Charles Taylor and Inworx operate; the impact of regulations on Charles Taylor and its operations; and the competitive environment in which Charles Taylor and Inworx operate.

By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the directors of the Company and the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forwardlooking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements in this announcement reflect the directors of the Company's and the Company's current view with respect to future events and are subject to certain risks relating to future events and other risks, uncertainties and assumptions. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. Liberum, the directors of the Company and the Company disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the UK Prospectus Rules, the Listing Rules, the UK Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the Market Abuse Regulation. You are cautioned against placing undue reliance on any forward-looking statement in this announcement.

Any forward-looking statement contained in this announcement based on past or current trends and/or activities of the Group should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will necessarily match or exceed the historical or published earnings of the Group.

Liberum is authorised and regulated by the FCA in the United Kingdom. Liberum is acting exclusively for Charles Taylor plc and no-one else in connection with the Placing, and will not regard any other person as its client in relation to the Placing, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Placing, or any arrangement referred to in, or information contained in, this announcement.

In connection with the Placing, Liberum or any of its respective affiliates, may take up a portion of the Placing Shares and/or related instruments in connection with the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account(s) such Placing Shares and/or related instruments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Liberum or any of its affiliates, acting as investors for their own accounts. Except as required for legal or regulatory obligations to do so, Liberum does not propose to make any disclosure in relation to the extent of any such investments or transactions.

Neither Liberum, any of its respective affiliates, nor any of its or its affiliates' respective directors, officers or employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement or any document referred to in this announcement) or any other information relating to Charles Taylor plc or its respective subsidiaries or affiliates, 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 the announcement or its contents or otherwise arising in connection therewith. Accordingly, Liberum, its respective affiliates, and each of its and its affiliates' respective directors, officers, employees and agents, and any other person acting on their behalf, expressly disclaim any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

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

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.

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

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

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

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 "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors 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 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, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability 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.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

1. ELIGIBLE PARTICIPANTS

Members of the public are not eligible to take part in the Placing. This appendix and the terms and conditions set out herein are for information purposes only and are directed only at:

(a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU)) ("Qualified Investors") and,

(b) where addressed to and directed to persons in the United Kingdom, to persons who are also those:

(i) who 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 "FPO"); or

(ii) are persons falling within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the FPO; or

(iii) to whom it may otherwise be lawfully communicated and in all cases who are capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA Conduct of Business Rules (all such persons being together referred to as "Relevant Persons"). This appendix and these terms and conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these terms and conditions relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Furthermore, the Placing Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

2. INTRODUCTION

Participation in the Placing is only available to persons who are invited to participate by Liberum. This appendix and the terms and conditions set out herein apply to persons making an offer to subscribe for Placing Shares under the Placing. Liberum may choose to accept offers for Placing Shares, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any offers for this purpose on such basis as it may determine. Each of the Placees agrees with Liberum and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be sold under the Placing. A Placee shall, without limitation, become so bound if Liberum confirms its allocation of Placing Shares to such Placee at the Placing Price (whether orally or in writing, which includes e-mail).

Upon being notified of its allocation of Placing Shares (whether orally or in writing, which includes e-mail) by Liberum, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to them at the Placing Price and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment (the "Placing Commitment"). Liberum may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it may, in its absolute discretion, see fit and/or may require such Placee to execute a separate placing letter. Dealing may not begin before any notification is made.

This announcement (including this appendix) will not constitute an offer or an invitation to apply for or an offer or an invitation to acquire any Placing Shares in the United States. Subject to certain exceptions, all persons applying for Placing Shares and wishing to hold such Placing Shares in registered form must provide an address for registration of the Placing Shares outside the United States.

Subject to certain exceptions, any person who applies for Placing Shares will be deemed to have declared, warranted and agreed that they are not, and that at the time of application they will not be, in the United States, or acting on a non-discretionary basis for a person located within the United States.

The Company reserves the right to treat as invalid any application for Placing Shares which does not contain a warranty to the effect that the person applying for Placing Shares does not have a registered address and is not otherwise located in the United States and is not applying for Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of the Placing Shares in the United States or where the Company believes application for such Placing Shares may infringe applicable legal or regulatory requirements.

3. AGREEMENT TO ACQUIRE PLACING SHARES

The Placing is conditional upon the following conditions, amongst others:

(a) the Placing Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms before Admission; and

(b) Admission becoming effective by not later than 8.00 a.m. (London time) on 8 May 2018 (or such later time and/or date as the Company and Liberum may agree (being no later than 29 May 2018)).

Subject to the conditions contained in the Placing Agreement, a Placee agrees to become a Charles Taylor plc Shareholder and agrees to acquire Placing Shares at the Placing Price. The number of Placing Shares issued to a Placee shall be in accordance with the arrangements described above.

The Company has undertaken that the Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares and will have the same rights and restrictions as each Existing Ordinary Share, including in respect of any dividends or distributions declared in respect of the Placing Shares by reference to a record date falling after their issue. For the avoidance of doubt, the Placing Shares will not be entitled to participate in the Company's 2017 final dividend, which is to be paid to shareholders of the Company on the register of the Company as at 27 April 2018 (subject to shareholders' approval at the 2018 AGM on 15 May 2018).

None of Liberum, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time or the date for the satisfaction of any condition to the Placing nor for any decision made as to the satisfaction of any condition or in respect of the Placing generally.

4. PAYMENT FOR PLACING SHARES

Each Placee undertakes to pay the Placing Price for the Placing Shares issued to such Placee (the "Total Amount") in such manner as shall be directed by Liberum. In the event of any failure by a Placee to pay as so directed by Liberum, the relevant Placee shall be deemed hereby to have appointed Liberum or any of its nominees to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Liberum in respect of any liability for UK stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales. A sale of all or any of such Placing Shares shall not release the relevant Placee from the obligation to make such payment for Placing Shares to the extent that Liberum or its nominee has failed to sell such Placing Shares at a consideration which, after deduction of expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, is equal to or exceeds the Placing Price per Placing Share.

5. NO PROSPECTUS

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the UK or elsewhere in the European Economic Area. No offering document, prospectus or admission document has been or will be published or submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix), the Company's publicly available information and the Exchange Information (defined below) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information and the Exchange Information), Liberum or any other person and neither Liberum or the Company or any other person will have any responsibility or liability 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares.

6. REPRESENTATIONS AND WARRANTIES

By receiving this announcement, each Placee and/or any person confirming his agreement to subscribe for Placing Shares on behalf of a Placee or authorising Liberum to notify a Placee's name to the Company's registrar, is deemed to acknowledge, agree, undertake, represent and warrant to each of Liberum, the Company's registrar and the Company that:

(A) it has read and understood this announcement (including this appendix) in its entirety and that its subscription for Placing Shares is made on the terms and subject to the conditions, representations, warranties, acknowledgements, agreements and undertakings contained herein;

(B) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the the Placing;

(C) neither Liberum, nor any of its affiliates or any person acting on behalf of any of them has provided, or will provide the Placee, with any material or information regarding the Placing Shares or the Placing other than this announcement; nor has the Placee requested Liberum, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(D) the content of this announcement is exclusively the responsibility of the Company and that Liberum nor its affiliates or any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this announcement or any information previously or subsequently published by or on behalf of the Company;

(E) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this announcement (including this appendix) and the Company's publicly available information (including the Exchange Information), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any information given or representations, warranties or statements made by Liberum or the Company or any of their affiliates or any person acting on behalf of any of them and neither Liberum nor the Company nor any of its or their affiliates nor any person acting on behalf of any of them will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this announcement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

(F) it will not hold Liberum nor any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company and that Liberum nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any such information;

(G) that the Ordinary Shares are listed on the Official List of the FCA and admitted to trading on the main market of the London Stock Exchange, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

(H) it has the funds available to pay the Total Amount payable pursuant to its Placing Commitment and acknowledges, agrees and undertakes that it will pay the Total Amount in accordance with the terms of this appendix on the due time and dates notified by Liberum, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Liberum determines;

(I) it:

(i) is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(ii) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it;

(iii) has fully observed such laws;

(iv) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and to execute and deliver all documents necessary for such subscription and will honour such obligations; and

(v) has obtained all necessary 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 appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledge it is required to comply with all applicable laws and regulations with respect to its subscription for the Placing Shares;

(J) after giving effect to its subscription of the Placing Shares comprised in its Placing Commitment, it will inform Liberum if such acquisition will cause it to be required to make a notification to the Company in accordance with Rule 5.1.2R of the Disclosure Guidance and Transparency Rules;

(K) after giving effect to its subscription of the Placing Shares comprised in its Placing Commitment, its total aggregate holding of issued Ordinary Shares, together with any such Ordinary Shares held by any person acting in concert with its (as that term is used for the purposes of the City Code), will not exceed 29.9 per cent. of the voting rights of the Company;

(L) 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 resident of, or with an address in, Australia, Canada, South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be published in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, South Africa or Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful and, subject to certain exceptions, may not be offered, sold, delivered or transferred, directly or indirectly, within those jurisdictions;

(M) the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with a securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan or where to do so may contravene local securities laws or regulations and there will be no public offering of the Placing Shares in the United States;

(N) unless otherwise agreed with the Company, (i) it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;

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

(P) it is:

(i) a person described in Article 19(5) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), and/or an authorised person as defined in section 21 of the FSMA; or

(ii) a person falling within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the FPO; or

(iii) a person to whom this Announcement may otherwise lawfully be communicated and in all cases who is capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA Conduct of Business Rules;

and is:

(iv) a "qualified investor" falling within Articles 2.1(e)(i), (ii) or (iii) of the Prospectus Directive,

For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

(Q) it has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Placing Shares comprised in its Placing Commitment, and it is able to bear the economic risk and financial risk (including sustaining a complete loss) of the purchase of such Placing Shares and it has had sufficient time to consider and conduct its own investigation with respect to its purchase of the Placing Shares including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and it will not look to the Company, Liberum or any of their respective affiliates or any person acting on their behalf for all or part of any loss it may suffer in connection with its purchase of such Placing Shares;

(R) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this announcement is not being issued by Liberum in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it were made or approved as a financial promotion by an authorised person;

(S) it is aware of and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

(T) it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any EEA State within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any EEA State);

(U) it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged to enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of the FSMA;

(V) it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by such laws and regulations;

(W) it is aware of and has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and confirms that it will continue to comply with those obligations;

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

(Y) it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that neither Liberum nor the Company nor any of its or their respective affiliates nor any person acting on behalf of any of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement;

(Z) neither Liberum nor any of its or their affiliates nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Liberum and that Liberum does not have any duties or responsibilities to it for providing the protections afforded to their clients or customers under the rules of the FCA or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. In addition, any payment by them will not be treated as client money governed by the rules of the FCA;

(AA) in order to ensure compliance with the Money Laundering Regulations, Liberum (for itself and as agent on behalf of the Company) or the Company's registrars may, in its or their absolute discretion, require verification of any Placee's identity. Pending the provision to Liberum or the Company's registrar, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at its or their 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 registrar, 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 registrar have not received evidence satisfactory to them, Liberum and/or the Company may, at the absolute discretion of each, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

(BB) save in the event of fraud (and to the extent permitted by the rules of the FCA), neither Liberum nor any of its respective affiliates shall be liable to a Placee for any matter arising out of the role of Liberum as the Company's brokers under the Placing and each Placee waives any claim against Liberum or any of its respective affiliates with it may have in respect thereof;

(CC) the Placee irrevocably appoints any duly authorised officer of Liberum and/or as its agent for the purpose of executing and delivering to the Company and/or the Company's registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this appendix;

(DD) it agrees to indemnify and hold the Company and Liberum and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements set out in this Announcement which are given to the Company and Liberum on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises Liberum and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

(EE) that no offering document, prospectus or admission document has been or will be prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith; and

(FF) to be bound by the terms of the articles of association of the Company.

The Placee acknowledges and understands that the Company and Liberum will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, acknowledgements and undertakings.

The Placee indemnifies on an after-tax basis and holds harmless Liberum and each person affiliated with Liberum and any person acting on its or 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 of the representations, warranties, acknowledgements, agreements and undertakings set out in this appendix and further agrees that the provisions of this appendix shall survive after completion of the Placing.

6. MISCELLANEOUS

The rights and remedies of Liberum, the Company's registrar and the Company under this appendix and the terms and conditions contained herein are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, each Placee may be asked to disclose, in writing or orally to Liberum:

(A) if he is an individual, his nationality; or

(B) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Liberum.

The provisions of these terms and conditions of the Placing may be waived, varied or modified as regards specific Placees or on a general basis by Liberum without reference to any Placee and with no liability to any Placee whatsoever.

The contract to subscribe for Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Liberum, the Company and the Company's registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several.

Liberum and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing Shares under the Placing are determined.

DEFINITIONS