Ceres Power Regulatory News (CWR)

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA (OTHER THAN AS PROVIDED IN THIS ANNOUNCEMENT), THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.

This Announcement is released by Ceres Power Holding plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as transposed into the laws of the United Kingdom) (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

17 March 2021

Ceres Power Holdings PLC

("Ceres" or the "Group" or the "Company")

Proposed accelerated bookbuild and subscription to raise

approximate gross proceeds of £180 million

Introduction

Ceres Power Holdings plc (AIM:CWR.L), a global leader in fuel cell and electrochemical technology, today announces its intention to raise approximately £180 million through a combination of a non-pre-emptive placing (the "Placing") and a subscription by Robert Bosch GmbH ("Bosch") and certain Directors of the Company (the "Bosch and Director Subscription") for approximately £39 million, of which the Directors Subscription will be approximately £258k, and a conditional subscription by Weichai Power Hong Kong International Development Co., Limited ("Weichai") (the "Weichai Subscription") (together, the "Subscriptions") for approximately £43 million. Bosch and Weichai have committed to take up their respective entitlements to subscribe for new ordinary shares of 10 pence each being issued as part of the Fundraise.

In addition to the Placing and Subscriptions, the Company intends to raise approximately £6 million by way of an offer made on the PrimaryBid platform at the Placing Price (the "Retail Offer"), to provide retail investors with an opportunity to participate in the Fundraise. A separate announcement will be made shortly regarding the Retail Offer and its terms.

It is intended that the Placing, the Subscriptions and the Retail Offer (together, the "Fundraise") will result in the Company raising total gross proceeds of approximately £180 million. In aggregate, the total number of Placing Shares, Subscription Shares and Retail Shares (together, the "Fundraising Shares") will represent approximately 9.9 per cent. of the Company's existing issued share capital.

The Placing, which is being conducted by way of an accelerated bookbuild (the "Bookbuild"), available to existing and new qualifying investors, will be launched immediately following the release of this announcement and is subject to the terms and conditions set out in the Appendix to this announcement (such announcement and its appendix together being this "Announcement"). The Retail Offer is not made subject to the terms and conditions set out in the Appendix to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly regarding the Retail Offer. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the end of the Bookbuild. The Subscription Shares and the Retail Shares will also be subscribed for at the Placing Price.

Investec Bank plc ("Investec") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators", the "Joint Bookrunners", or the "Banks") in connection with the Placing.

Preliminary Results announcement

Ceres will today separately announce its audited results for the 18 months ended 31 December 2020 (the "Audited Results "), the main highlights of which had already been announced to the market in a trading update on 17 February 2021.

The Company will also announce with the Audited Results that it intends to explore a move to a Premium Listing on the London Stock Exchange's Main Market by mid-2022.

This announcement should be read in conjunction with the Audited Results.

Rationale for the Fundraise and Use of Proceeds

Ceres is establishing itself as a world leader in solid oxide fuel cell (SOFC) technology, and over the past 12 months, has strengthened its position in the market.

Solid oxide electroylsis

One promising additional application for Ceres' SOFC technology is in the development of solid oxide electrolysis (SOEC) technology, essentially reversing the operation of fuel cells to produce hydrogen from electricity, which can produce green hydrogen when using renewable energy. SOEC is the most efficient electrolyser technology, with a 75 - 85%+ level of electrical efficiency1 with the potential to help drive decarbonisation of industrial processes such as steel and ammonia production.

Early stage testing on the application of Ceres' technology as a solid oxide electrolyser, which first started in 2019 has delivered encouraging results and is now at the point where the Directors of Ceres believe the size of the SOEC opportunity for the Company needs dedicated resources and investment. The Group intends therefore to build a mega-watt scale SOEC system demonstrator running at over 80% efficiency by H2 2022, and it is aiming to establish an SOEC technology licensing business with a pathway to producing green hydrogen,targeting less than US$1.50 per kilogram2. This represents an attractive opportunity to leverage the Group's existing IP portfolio and core cell & stack technology into a significant new market, utilising the same manufacturing process, supply chain and capital light partnership model.

The Directors believe there is a potential total addressable market of over 50 million tonnes of green hydrogen production per annum from SOEC technologies representing a US$0.6-1.1 billion future royalty opportunity for Ceres. The net proceeds of the Fundraise will principally be used by the Group to accelerate its investment in the development and potential commercialisation of its differentiated SOEC technology, enabling Ceres to expand its presence in what the Group considers to be an attractive, high value future market in green hydrogen production for industrial applications.

Solid oxide fuel cell

Ceres is also aiming to become the industry standard in SOFC, and so part of the net proceeds of the Fundraise will be used to further develop the application of Ceres's SOFC technology into significant additional addressable markets such as utility scale power and marine applications. The Group also intends to continue to develop its technology to operate with future energy inputs such as ammonia or synthetic fuels.

On 19 October 2020, the Group announced an expansion of its strategic collaboration with Doosan Fuel Cell ("Doosan") and on 7 December 2020 the Group announced an extension of its strategic partnership with Bosch. These partnerships represent an initial target capacity of 250MW and are core to the Group's growth strategy. The net proceeds of the Fundraise will therefore also be used to strengthen the delivery of these and other partnerships, by increasing investment in operational infrastructure and engineering support as our partners scale up their manufacturing capabilities in advance of mass market launches in 2024.

Part of the net proceeds of the Fundraise will be used to invest in the core business to accelerate innovation and to maintain technology leadership across both SOFC and SOEC. In addition to expanding R&D, engineering and advanced manufacturing capabilities, the proceeds will provide further capital for IP generation and acquisition, as well as enhance its test capability and infrastructure and potentially expand pilot production.

Lastly, part of the net proceeds of the Fundraise will be used for general working capital purposes, to cover the increased operating cost base of what will be a larger business addressing both the SOFC and SOEC uses of its technology.

Phil Caldwell, CEO of Ceres Power Holdings plc, said:

"Ceres is a leader in solid oxide technologies aimed at delivering cleaner energy to the world. We are on the way to establishing our fuel cells as an industry standard, supporting our manufacturing partners as they scale up to initial mass market launches in 2024. Raising additional funds now allows us to develop our business into new market sectors from the same technology base and with the same high margin licensing model as our power system activities. We see high potential for our SOEC technologies aimed at industrial processes that are carbon intensive and difficult to abate, significantly expanding future royalty revenues for Ceres. There are also attractive growth opportunities in higher power generation applications and in future fuels. These investments position us well to take advantage of valuable future opportunities in the energy transition."

Footnotes:

(1) Lower heating value (LHV)

(2) Based on energy cost of US$20/MWh and 80% electrical efficiency

For further information, please contact

For the purposes of MAR and associated implementing regulations, the person responsible for arranging for the release of this Announcement on behalf of the Company is Richard Preston, Chief Financial Officer.

Details of the Fundraise

Structure

The Directors have given careful consideration as to the structure of the proposed Fundraise and have concluded that the Placing, Subscriptions and Retail Offer together represent the most suitable option available to the Group and its shareholders at this time.

Conditionality

The Placing is conditional on, inter alia, there having been no breach under of any of the Subscription Agreements and the parties to each of the Subscription Agreements having complied with their respective obligations under that Subscription Agreement which fall to be performed or satisfied on or prior to Admission.

The Subscriptions are each conditional, inter alia, on the Placing becoming unconditional save in respect of any conditions relating to Admision and, in the case of the Weichai Subscription only, on certain provincial PRC governmental approvals (the "Regulatory Approval Condition").

It is anticipated that each of the conditions to the Subscriptions, other than in respect of Admision and the Regulatory Approval, Condition which applies to the Weichai Subscripton only, will have been satisfied prior to Admission and therefore the issue of Subscription Shares to Bosch and certain Directors pursuant to the Bosch and Director Subscriptions will become unconditional upon the Placing becoming unconditional. It is expected that admission to trading of the Subscription Shares to be issued to Bosch and those Directors will become effective on Admission with those to be issued to Bosch to be admitted to trading on or before 22 March 2021.

The Weichai Subscription Agreement will complete five Business Days after satisfaction of the Regulatory Approval Condition and therefore no Subscription Shares will be issued to Weichai at the time of Admission. The timing for completion of the Weichai Subscription Agreement will depend on when the Regulatory Approval Condition is satisfied. If the Regulatory Approval Condition is not satisfied by 31 May 2021 the Weichai Subscription Agreement will not become unconditional and the proposed subscription of Subscription Shares by Weichai will not proceed.

In the event that the subscription by Weichai does not proceed, the total gross proceeds raised by the Company will be approximately £43 million less (i.e. approximately £134 million) and the Fundraising Shares will represent approximately 7.5 per cent. of the Company's existing issued share capital.

The Placing and the Bookbuild

Investec and Berenberg are acting as Joint Global Co-ordinators and Joint Bookrunners in connection with the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. The Joint Bookrunners will commence the Bookbuild in respect of the Placing immediately following the release of the Announcement. The number of Placing Shares and the Placing Price will be determined at the close of the Bookbuild and will be announced as soon as practicable following the close of the Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Joint Bookrunners and the Company.

In accordance with the Placing Agreement, Investec and Berenberg have each severally agreed to use reasonable endeavours to procure placees for the Placing Shares at the Placing Price.

The Placing is not being underwritten.

The Placing Shares are not subject to clawback.

Under the Placing Agreement, the Group has agreed to pay to Investec and Berenberg a commission based on the aggregate value of the Placing Shares placed at the Placing Price together with a fixed sum dependent on the aggregate value of the Fundraising Shares placed or subscribed at the Placing Price and the costs and expenses of the Placing together with any applicable VAT.

As part of the Placing, the Company has agreed that it will not issue or sell any Shares for a period of 180 days after Admission without the prior written consent of Investec and Berenberg (subject to certain customary exceptions).

Investec's and Berenberg's obligations under the Placing Agreement are conditional on, inter alia: the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission; the warranties given by the Company in the Placing Agreement being true, accurate and not misleading at all times from the date of the Placing Agreement and before Admission, by reference to the facts and circumstances then subsisting; and Admission of the Placing Shares occurring no later than 08.00 a.m. on 22 March 2021 (or such later time and/or date as may be agreed between the Company and Berenberg and Investec, being no later than 8.00 a.m. on 31 March 2021).

The Subscriptions Weichai and Bosch both have anti-dilution rights over the issue of new shares by Ceres Power. Both companies have committed to take up their respective entitlements to subscribe for new ordinary shares of 10 pence each being issued as part of the Fundraise.

Bosch has agreed to subscribe at the Placing Price for such number of new ordinary shares as is required to ensure its holding following the Fundraise equates to 17.8% in the share capital of the Company, subject to a maximum aggregate subscription by Bosch of £40 million.

Weichai has agreed to subscribe at the Placing Price for such number of new ordinary shares as is required to ensure its holding following the Fundraise equates to 20% in the share capital of the Company.

In addition, certain of the the Board of Directors have agreed to subscribe, in aggregate, for approximately £258k as follows:

Application for Admission

Application has been made to the London Stock Exchange for the Placing Shares, the Bosch and Director Subscription Shares, and the Retail Shares to be admitted to trading on AIM.

Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 22 March 2021 (or such later time and/or date as may be agreed between the Company and Berenberg and Investec, being no later than 8.00 a.m. on 31 March 2021). No temporary document of title will be issued. Separate Application to the London Stock Exchange will be made for the Weichai Subscription Shares to be admitted to trading on AIM. Subject to completion of the Weichai Subscripton Agreement, admission of the Weichai Subscription Shares to trading on AIM is expected to take place, and dealings on AIM are expected to commence, by 8.00 a.m. on 9 June 2021. No temporary document of title will be issued.

The Fundraising Shares will, upon issue, rank pari passu in all respects with the existing ordinary shares of 10 pence each in the capital of the Company and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Shares after their admission to trading on AIM.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Certain defined terms used in this Announcement are defined in the Appendix to this Announcement.

 IMPORTANT NOTICES

Neither this announcement including its Appendix (together, this "Announcement"), nor any copy of it, nor the information contained in it, is for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions), subject to certain limited exceptions. 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 for shares in the capital of the Company in the United States, Australia, Canada (other than as provided herein), Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Fundraising Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. The Placing Shares are being offered and sold only: (i) outside the United States in "offshore transactions" pursuant to Regulation S of the US Securities Act and (ii) inside the United States pursuant to section 4(a)(2) under the securities act only to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act ("QIBS"). Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No public offering of the Placing Shares or the Subscription Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Fundraising Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) (the "Prospectus Regulation").

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 Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by Investec Bank plc ("Investec Bank") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg" together with Investec, the "Joint Bookrunners")) is directed only at: (a) persons in Member States of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); (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 professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, (c) persons that are residents of Canada or otherwise subject to the securities laws of Canada in the provinces of Alberta, British Columbia, Manitoba, Ontario or Québec that are ''permitted clients'' as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations and (d) persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as "Relevant Persons").

This Announcement (including the terms and conditions set out in this Announcement) 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 (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.

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

Investec Bank is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("the FCA") and the PRA. Investec Europe Limited (trading as Investec Europe), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA, is regulated in Ireland by the Central Bank of Ireland. Investec is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Berenberg is not responsible to anyone other than the Company for providing the protections afforded to clients of Berenberg or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Neither of the Joint Bookrunners is acting for the Company with respect to the Retail Offer or the Subscriptions.

None of the information in this Announcement has been independently verified or approved by any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Each of the Joint Bookrunners and their respective partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Investec's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

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

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Investing in the Placing Shares involves a substantial degree of risk.

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

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuild. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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 Shares. 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.

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. 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND UNLESS OTHERWISE AGREED BY INVESTEC BANK PLC ("INVESTEC BANK") AND JOH. BERENBERG, GOSSLER & CO. KG, LONDON BRANCH ("BERENBERG" TOGETHER WITH INVESTEC, THE "JOINT BOOKRUNNERS") ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM, PERSONS WHO ARE, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND THE UNITED KINGDOM) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER, (C) PERSONS THAT ARE RESIDENTS OF CANADA OR OTHERWISE SUBJECT TO THE SECURITIES LAWS OF CANADA IN THE PROVINCES OF ALBERTA, BRITISH COLUMBIA, MANITOBA, ONTARIO OR QUÉBEC THAT ARE ''PERMITTED CLIENTS'' AS DEFINED IN NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS, AND (D) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED: (I) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"); AND (II) INSIDE THE UNITED STATES PURSUANT TO SECTION 4(A)(2) UNDER THE SECURITIES ACT ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT ("QIBS").

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED, DISAPPROVED OR RECOMMENDED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING, THE OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NEITHER THE COMPANY NOR ANY OF THE JOINT BOOKRUNNERS MAKES ANY REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

By participating in the Placing, Placees will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Announcement. In particular, each Placee represents, warrants, undertakes, acknowledges and agrees (amongst other things) that:

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

2. in the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:

i. it is a Qualified Investor; and

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

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

iv. where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and

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

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

vii. subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph (iii) above) is one of the following (i) outside the United States acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; or (ii) inside the United States and is a QIB.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any of the Joint Bookrunners confirms to such Placee its allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it 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 information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

Details of the Placing Agreement and the Placing Shares

The Company and the Joint Bookrunners have entered into a Placing Agreement, under which the Joint Bookrunners have undertaken, on the terms and subject to the conditions set out therein, to use their respective reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not underwritten.

The Joint Bookrunners shall be under no obligation to themselves subscribe as principal for: (i) any Placing Shares for which they are unable to procure Placees; or (ii) any Placing Shares to the extent that any Placee procured fails to subscribe for any or all of the Placing Shares which have been allocated to it in the Placing.

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

The Placing Shares will trade on AIM under Ceres Power Holdings plc, symbol CWR.L, with ISIN GB00BG5KQW09.

Lock-up

As part of the Placing, the Company has agreed that it will not issue, offer, pledge or sell any Shares for a period of 180 days after Admission without the prior written consent of the Joint Bookrunners. This agreement is subject to certain customary exceptions.

Application for admission to trading of the Placing Shares

Application, through Investec, will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place on or before 08.00 a.m. on 22 March 2021 and that dealings in the Placing Shares will commence at the same time.

Placing and Bookbuild

The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, agree between them.

Principal terms of the Bookbuild and Placing

1. Investec and Berenberg are acting severally, and not jointly, or jointly and severally, as joint Bookrunners and placing agents of the Company in connection with the Bookbuild and the Placing.

1. The Bookbuild and the Placing shall be conducted by way of accelerated bookbuild to establish a placing price and the number of Placing Shares to be allocated to Placees.

2. The Bookbuild will establish a single price payable by all Placees whose bids are successful (the "Placing Price").

3. Participation in the Placing is only available to persons who are lawfully able to, and have been invited to, participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates and/or their agents are entitled, acting for their own account, to participate in the Placing as principal.

4. The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Bookrunners in consultation with the Company following completion of the Bookbuild. The results of the Bookbuild will be released via a Regulatory Information Service ("RIS") following the completion of the Bookbuild.

5. Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.

6. The Bookbuild is expected to close no later than 7.00 p.m. on 17 March 2021 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids received after the Bookbuild has closed.

7. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Investec or Berenberg. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to below. The Joint Bookrunners are arranging the Placing as agents of the Company.

8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners (as agents of the Company), to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

9. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full; (iii) to allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and/or (iv) to allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners.

10. Each Placee's allocation of Placing Shares will be confirmed to Placees orally, or in writing (which may include email), by Investec or Berenberg (each as an agent of the Company) following the close of the Bookbuild and a trade confirmation or contract note has been or will be dispatched thereafter. Investec's or Berenberg's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Joint Bookrunners and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

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

13. To the fullest extent permissible by law and the applicable rules of the FCA, neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners and their respective affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or the Bookbuild.

Conditions of the Placing

The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

1. the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;

2. the Terms of Sale having been duly executed and delivered to the parties to the Placing Agreement and the Placing Results Announcement having been released to a RIS by no later than 09.00 a.m. on 18 March 2021;

3. the warranties given by the Company in the Placing Agreement being true, accurate and not misleading at any time between the date of the Placing Agreement and Admission, by reference to the facts and circumstances subsisting from time to time;

4. there having been no breach under of any of the Subscription Agreements and the parties to each of the Subscription Agreements having complied with their respective obligations under that Subscription Agreement which fall to be performed or satisfied on or prior to Admission; and

5. Admission of the Placing Shares occurring no later than 08.00 a.m. on 22 March 2021.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where applicable) waived by the Joint Bookrunners by the respective time and date (if any) specified (or such later time and/or date (if any) as the Joint Bookrunners may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated by all of the Joint Bookrunners in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations as set out in this Announcement in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. The Joint Bookrunners may, at their absolute discretion and subject to any conditions they consider appropriate, waive the fulfilment of any condition (other than the occurrence of Admission) by giving notice in writing to the Company. The Joint Bookrunners and the Company may agree in writing to extend the period for compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the period for satisfaction of the condition relating to Admission shall not be extended beyond the Long Stop Date. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither of the Joint Bookrunners, nor the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against any of the Joint Bookrunners, the Company or any of their respective partners, members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate the Placing Agreement

Any Joint Bookrunner is entitled to terminate their participation in the Placing by notice to the Company in certain circumstances, including, inter alia, if at any time before Admission:

1. any of the warranties given by the Company in the Placing Agreement being untrue, inaccurate or misleading in any respect when made, or having become untrue, inaccurate or misleading in any respect at any time between the date of the Placing Agreement and Admission by reference to the facts and circumstances subsisting from time to time;

2. the Company not having complied with any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission);

3. in the opinion of the relevant Joint Bookrunner (acting in good faith), a material adverse change having occurred;

4. in the opinion of the relevant Joint Bookrunner (acting in good faith), a party being in breach of any of its obligations under the Placing Agreement, or a Subscription Agreement; or

5. a material adverse change in market conditions having occurred, including a material deterioration in, or material escalation in the response to, the Covid-19 pandemic or the occurrence of certain force majeure events, which in each case, in the opinion of the relevant Joint Bookrunner in its absolute discretion, is likely to have an adverse effect on the financial or trading position or the business or prospects of the Company which is material in the context of the Group as a whole or which renders the Placing and/or Admission impracticable or inadvisable.

If participation in the Placing is terminated by both of the Joint Bookrunners prior to Admission then the Placing will not occur and the Company and the Joint Bookrunners shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If one Bookrunner notifies the Company of its intention to terminate the Placing Agreement, the other Bookrunner may, within 48 hours thereafter, elect to allow the Placing to proceed.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Joint Bookrunner and that the Joint Bookrunners need not make any reference to Placees in this regard and that neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement, the announcement of the results of the Placing through a RIS and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a RIS ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither of the Joint Bookrunners, nor the Company nor any other person acting on their behalf nor any of their affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by any of the Joint Bookrunners, the Company or any of their respective officers, directors, partners, employees or agents. 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. Neither the Company nor any of the Joint Bookrunners are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Investec or Berenberg in accordance with the standing CREST settlement instructions which they have in place with the relevant Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00BG5KQW09) following Admission will take place within the CREST system provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means as they may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement of the Placing Shares will be on 22 March 2021 unless otherwise notified by the Joint Bookrunners. Admission is expected to occur by 22 March 2021 or otherwise at such later time as may be agreed between the Company and the Joint Bookrunners, not being later than the Long Stop Date.

Each Placee is deemed to agree that, if it does not comply with these obligations, Investec or Berenberg may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Bookrunners' account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due). The relevant Placee will, however, remain liable and shall indemnify the relevant Joint Bookrunner on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either of the Joint Bookrunners lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither of the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Bookrunners (for themselves and on behalf of the Company), that:

1. it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement and undertakes not to redistribute or duplicate this Announcement;

2. it is relying solely on this Announcement and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor any of the Joint Bookrunners, nor any of their respective officers, agents, employees or affiliates will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;

3. the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and that it is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

4. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

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

6. these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information, representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, nor any of the Joint Bookrunners nor any of their respective officers, directors, partners or employees will have any liability for any such other information, representation or warranty, express or implied;

7. it acknowledges that no person is authorised in connection with the Placing to give any information or warranty or make any representation other than as contained in this document and, if given or made, any information, warranty or representation must not be relied upon as having been authorised by the Joint Bookrunners or the Company;

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

9. neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described in this Announcement;

10. 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 Placing and neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them to provide it with any such information;

11. the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement, the Exchange Information and the Publicly Available Information;

12. neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement, the Exchange Information or the Publicly Available Information;

13. it and any account for which it is acting is one of the following: (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) inside the United States and is a QIB;

14. unless specifically agreed with the Joint Bookrunners, it is not and was 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 and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

15. it is not a national or resident of Australia, Japan or the Republic of South Africa or any other state or jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares (a "Restricted Territory") or a corporation, partnership or other entity organised under the laws of any Restricted Territory and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in any Restricted Territory or to or for the benefit of any person resident in any Restricted Territory and each Placee acknowledges that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance or any other regulatory or other authority of a Restricted Territory and that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Territory and are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into a Restricted Territory;

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

17. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

18. it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;

19. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement at the due time and on the date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee;

20. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any);

21. its commitment to subscribe for Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other confirmation (as the case may be) will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Placing;

22. it is entitled to subscribe for and/or purchase Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and regulations and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, partners, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

23. it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;

24. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;

25. it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 (a) to (d) of Article 49 (High Net Worth Companies, unincorporated associations, partnerships or trusts or their respective directors, partners, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

26. unless otherwise agreed by the Joint Bookrunners, it is a "qualified investor" (as defined in section 86(7) of FSMA);

27. unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

28. if it is a resident of Canada or otherwise subject to the securities laws of Canada (a "Canadian Purchaser"), it:

i. is a "permitted client" as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations and a ''accredited investor'' as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) (but other than solely an individual ''accredited investor'' under paragraph (j), (k) or (l) of that definition or as an entity created or used solely to purchase or hold securities under paragraph (m));

ii. is either purchasing the Placing Shares as principal for its own account, or are deemed to be purchasing the Placing Shares as principal in accordance with applicable securities laws and is in, or purchasing for such principal in, one of the provinces of Alberta, British Columbia, Manitoba, Ontario or Québec;

iii. neither the Company nor the Joint Bookrunnners have, and will not, provide to any Placee in, or subject to the security laws of, Canada any document or other material (other than the investor presentation in the form agreed between the Joint Bookrunners and the Company) that would constitute an offering memorandum under applicable Canadian securities law; Accordingly, it acknowledges and agrees that purchasers of the Placing Shares in Canada or otherwise subject to the securities laws of Canada do not receive the benefits associated with a subscription for securities issued pursuant to a prospectus, including the review of offering materials by any securities regulatory authority in Canada. No securities commission or similar securities regulatory authority in Canada has reviewed or in any way passed upon this Announcement or the merits of the Placing Shares and any representation to the contrary is an offence under applicable Canadian securities laws. Moreover the Placing Shares will be subject to resale restrictions in accordance with National Instrument 45-102 - Prospectus Exempt Distributions and, because the Company is not a reporting issuer in any province or territory of Canada, such resale restrictions may never expire, and if no further statutory exemption may be relied upon and if no discretionary order is obtained, the resale restrictions could result in the Canadian Purchaser having to hold the Placing Shares for an indefinite period of time and this shall constitute written notice pursuant to, and as required by, Section 2.5(2)(3.1) of National Instrument NI 45-102 Resale of Securities ("NI 45-102") of the legend requirement set out in section 2.5 of NI 45-102.

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

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

31. any money held in an account with any of the Joint Bookrunners (or their respective nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the relevant Joint Bookrunner's (or its nominee's) money in accordance with such client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and each Placee will rank only as a general creditor of the relevant Joint Bookrunner;

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

33. it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

34. it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission of the relevant Placing Shares becomes effective;

35. it appoints irrevocably any officer, employee or representative of any of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

36. as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

37. this Announcement does not constitute a securities recommendation or financial product advice and that neither of the Joint Bookrunners nor the Company have considered its particular objectives, financial situation and needs;

38. it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

39. it will indemnify and hold the Company, each of the Joint Bookrunners and each of their and their respective affiliates' agents, directors, officers and employees, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this Announcement and further agrees that the Company and each of the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this Announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company. All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this Announcement are given to each of the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;

40. time shall be of the essence as regards obligations pursuant to this Announcement;

41. it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or any of the Joint Bookrunners to provide any legal, financial, tax or other advice to it;

42. all dates and times in this Announcement may be subject to amendment and that the Joint Bookrunners shall notify it of any such amendments;

43. (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the applicable law or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "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 the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their absolute discretion;

44. that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it within the meaning of section 85(1) of FSMA or for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);

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

46. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or any of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

47. neither of the Joint Bookrunners owes fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement;

48. the Joint Bookrunners and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to the Placees;

49. any of the Placee's clients, whether or not identified to the Joint Bookrunners, will remain its sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

50. any of the Joint Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

51. that the Placing Shares will be issued subject to the terms and conditions set out in this Appendix;

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

53. if it has received any inside information (as defined in MAR) about the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the each of the Joint Bookrunners for itself and on behalf of the Company and are irrevocable.

The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions in this Announcement 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.

The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.

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

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

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Definitions

In this Announcement:

"Act" means the Companies Act 2006, as amended from time to time;

"Admission" means the admission of the Placing Shares and the Subscription Shares (other than the Subscription Shares to be issued under the Weichai Subscription Agreement) to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules;

"AIM" means AIM, a market of the London Stock Exchange;

"AIM Rules" means the rules for companies and accompanying guidance notes published by the London Stock Exchange governing admission to and the operation of AIM, as amended and reissued from time to time;

"Announcement" means this announcement (including the appendix to this announcement);

"Appendix" means the appendix to this Announcement;

"Application" means the application by or on behalf of the Company for Admission in accordance with rule 5 of the AIM Rules;

"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London Branch (a German form of limited partnership), established under the laws of the Federal Republic of Germany registered with the Commercial Register at the Local Court of the City of Hamburg under registration number HRA 42659 with its registered office at Neuer Jungfernstieg 20, 20354 Hamburg, Germany acting through its London Branch at 60 Threadneedle Street, London, England, EC2R 8HP;

"Board" means the board of directors of the Company, or a duly authorised committee of it;

"Bookbuild" means the accelerated bookbuild process in relation to the Placing, on the terms described in the Placing Agreement and the other Placing documents, which will establish the number of Placing Shares to be issued and allotted pursuant to the Placing;

"Business Day" means any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;

"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time;

"Directors" means the directors of the Company for the time being;

"EEA" means the European Economic Area;

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

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Group" means the Company and all its subsidiary undertakings, and "Group Company" means any of them;

"Investec" means Investec Bank and Investec Europe;

"Investec Bank" means Investec Bank plc, registered in England and Wales with number 00489604, whose registered office is at 30 Gresham Street, London EC2V 7QP;

"Investec Europe" means Investec Europe Limited (trading as Investec Europe), registered in Ireland with number 222173 whose registered office is The Harcourt Building, Harcourt Street, Dublin 2, D02 F721, acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA;

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 8.00 a.m. on 31 March 2021;

"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that Regulation as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020;

"Placee" means any person who agrees to subscribe for Placing Shares;

"Placing" means the placing of the Placing Shares by the Joint Bookrunners, on behalf of the Company, pursuant to the Placing Agreement;

"Placing Agreement" means the placing agreement dated 17 March 2021 between the Company and the Joint Bookrunners in respect of the Placing;

"Placing Results Announcement" means the announcement of the results of the Bookbuild via a Regulatory Information Service;

"Placing Shares" means the new Shares to be allotted and issued by the Company pursuant to the Placing;

"PRC" means the People's Republic of China excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan;

 "QIB" means "qualified institutional buyer" as defined in Rule 144A under the US Securities Act

"RIS" means a Regulatory Information Service that is on the list of approved Regulatory Information Services maintained by the FCA;

"Shares" means the ordinary shares of 10 pence each in the capital of the Company;

"Subscription Agreements" means the Weichai Subscription Agreement and each of the subscription agreements dated 17 March 2021 and entered into between the Company and each of Bosch, Warren Finegold, Steve Callaghan, Uwe Glock, Caroline Hargrove and Aidan Hughes;

"Subscription Shares" means the new Shares to be issued under the terms of the Subscription Agreements;

"Terms of Sale" means the terms of sale to be entered into by the Company and the Joint Bookrunners pursuant to the Placing confirming, inter alia, the number of Placing Shares to be issued pursuant to the Placing

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

"US Securities Act" means the US Securities Act of 1933, as amended; and

"Weichai Subscription Agreement" means the subscription agreement dated 17 March 2021 between the Company and Weichai Power Hong Kong International Development Co., Limited on or around the date of this Agreement.