Dairy Crest Regulatory News (DCG)

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information as defined in EU Regulation No. 596/2014 and is in accordance with the Company's obligations under Article 17 of that Regulation.

 23 May 2018

Dairy Crest Group plc

PROPOSED PLACING OF NEW ORDINARY SHARES

Dairy Crest Group plc ("Dairy Crest" or the "Company") today announces its intention to conduct a non pre-emptive cash placing (the "Placing") to institutional investors of up to 14,107,224 new ordinary shares of 25 pence per share in the capital of the Company (the "Placing Shares"), representing approximately 9.98 per cent. of the Company's current issued share capital, at a price of 495 pence per Placing Share (the "Placing Price").

In order to effect the Placing, the Company intends to utilise the authorities granted to it at its Annual General Meeting held on 18 July 2017 which enable it to issue up to 10% of its issued share capital on a non pre-emptive basis in connection with financing a transaction which the Board of the Company determines to be an acquisition or other specified capital investment of a kind contemplated by the 2015 Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group.

The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the Appendix to this announcement. Peel Hunt LLP ("Peel Hunt") and Shore Capital Stockbrokers Limited ("Shore Capital") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners").

In addition, Dairy Crest is today announcing its preliminary results for the full year to 31 March 2018 (please see separate announcement).

Background to the Placing and use of proceeds

· As set out in its preliminary results today, Dairy Crest delivered a 10% increase in revenue in the year to 31 March 2018 and Cathedral City continues to deliver strong growth ahead of its market. Cathedral City is the UK's number 1 cheese brand, with a 20% share of the UK cheddar market1, and Dairy Crest sees a number of attractive opportunities for further growth for this industry leading brand:

o The UK cheese market is growing at around 2% per year

o 65% of the market remains private label

o There are growth opportunities in snacking and convenience ranges

o There is demand for high-quality, mature cheddar in Europe, the US, China and the Far East

· As a result of growing demand for cheese, the Company expects cheese production capacity constraints within its existing facility at Davidstow in Cornwall in the coming years. As such, the Company is seeking to expand its cheese production capacity from 54,000 tonnes per annum today to up to 77,000 tonnes. The Company's whey production will also grow proportionally. The overall cost of this expansion is expected to be £85 million and will be implemented through a phased expansion programme over the next four to five years. By obtaining the proceeds at the outset, the Company has flexibility to adjust the pace of, and consequently expenditure required to effect, the expansion in line with purchasing requirements for new equipment as well as demand growth.

· As well as funding increased cheese production capacity, the Placing proceeds will also be used by Dairy Crest to become self-sufficient in the supply of water and improve its energy resilience at its Davidstow creamery, thereby reducing the site's environmental impact. In addition, Dairy Crest will invest in packaging, both in terms of increasing available capacity but also delivering enhanced packaging solutions to meet changing consumer demands.

· Key stages of the investment include:

o Phase 1: Process changes to optimise existing capacity;

o Phase 2: Increase pasteurisation capacity; install two new vats;

o Phase 3: Replace five vats and install one more; improvements to cheese packing;

o Phase 4: Replace remaining vats; and

o Phase 5: Upgrade cheddar-making machine; add new block formers.

· The Placing proceeds will be used to part fund this investment.

· As a result of the Placing, the Company's pro forma net debt / EBITDA ratio will reduce from 2.9x at 31 March 2018 to 2.1x and the Company expects c.6% earnings dilution in the short term. The Company's dividend policy will remain unchanged.

__________1 Source: IRI Kantar 52 weeks ended 24 March 2018

Shareholder consultation

Ahead of the proposed Placing, Dairy Crest consulted with a number of its shareholders regarding the rationale for the proposed Placing. The Board believes that the proposed Placing will promote the success of the Company.

Advisers

Greenhill and Rabobank have acted as joint financial advisers to the Company.

Details of the Placing

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The Joint Bookrunners will today commence an accelerated bookbuild process in respect of the Placing (the "Bookbuild"). The book will open with immediate effect following this Announcement. The timing of the closing of the book, the number of Placing Shares to be issued and allocations are at the discretion of the Joint Bookrunners following consultation with Dairy Crest. Final details of the Placing and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Joint Bookrunners have entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, they each agree to use their reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not underwritten.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the Company's final dividend for the year ended 31 March 2018 of 16.3 pence per share. If all the Placing Shares are placed, it would represent an increase of approximately 9.98 per cent. of the current issued ordinary share capital of the Company. The issue of the Placing Shares will be made on a non pre-emptive basis pursuant to the authorities granted at the Company's Annual General Meeting held on 18 July 2017.

Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement of the Placing Shares and Admission are expected to occur at 8.00 a.m. on 30 May 2018.

The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuild and the terms and conditions applicable to the Placing. This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement below. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirely and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). The person responsible for arranging release of this Announcement on behalf of Dairy Crest is Tom Atherton.

ENQUIRIES

For further information on the Announcement, please contact:

IMPORTANT NOTICES

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation 596/2014). Upon the publication of this Announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.

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

MEMBERS OF THE PUBLIC ARE NOT ENTITLED TO PARTICIPATE IN THE PLACING. ALL OFFERS OF PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO), AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")) (THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE"), UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OR EITHER OF THE JOINT BOOKRUNNERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (C) ANY PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING, PLACING AND/OR ISSUE 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 OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH 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 ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent: (i) registration under the Securities Act of 1933 (the "Securities Act"); or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States.

No prospectus or other disclosure document for the purposes of Chapter 6D of the Corporations Act 2001 (Commonwealth of Australia) ("Corporations Act") is being prepared in connection with the Bookbuild or Placing. No offer under the Bookbuild or Placement is made to any person in Australia, or acting on behalf of someone in Australia, and this Announcement and other documentation may not be provided directly or indirectly to any person in Australia, unless the person is exempt from the disclosure requirements of Chapter 6D of the Corporations Act in accordance with section 708(8) or 708(11) of the Corporations Act, or otherwise a person to whom the securities may be offered without disclosure under Chapter 6D of the Corporations Act. The securities the subject of the Bookbuild and Placing will not be able to be sold or offered for sale within Australia for 12 months after their issue except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act is not required or where the sale or offer is made pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction").

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 UK only in circumstances in which section 21(1) of FSMA does not apply.

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

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.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Coöperatieve Rabobank U.A. ("Rabobank") is authorised by De Nederlandsche Bank and regulated by the Netherlands Authority for the Financial Markets, and in the United Kingdom, is authorised by the Prudential Regulation Authority (PRA) and subject to limited regulation by the FCA and PRA.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt, Shore Capital, Greenhill or Rabobank by the Financial Services and Markets Act 2000 ("FSMA") or the regulatory regime established thereunder, neither Peel Hunt, Shore Capital, Greenhill nor Rabobank makes any representation or warranty, expressed or implied, as to the contents of this Announcement and neither accepts any liability whatsoever for this Announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing. Peel Hunt, Shore Capital, Greenhill and Rabobank each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.

No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their 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.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Joint Bookrunners assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

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

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO), AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EEA (THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE"), UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY, SHORE CAPITAL OR PEEL HUNT OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS 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. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE PLACING SHARES ARE BEING OFFERED: (I) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "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 SECURITIES ACT ("QIBs").

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 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 WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

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, subscribe for or otherwise acquire any Placing Shares in any jurisdiction in which any such offer or solicitation would be unlawful.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of FSMA does not apply.

The distribution of this Announcement and the Placing and/or issue 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 offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such 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 any such restrictions.

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.

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

1 it is a Relevant Person 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:

(a) it is a Qualified Investor; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of both 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 other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3 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

4 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

5 subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 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; (ii) inside the United States and is a QIB who has duly executed a US investor letter in the form provided to it and delivered the same to the Joint Bookrunners or their affiliates; or (iii) a dealer or other professional fiduciary incorporated in the United States acquiring the Placing Shares in an "offshore transaction" as the holder of one or more discretionary accounts (other than an estate or trust) held for the benefit of non-US persons solely in its capacity as holder of such account all as defined in, and in accordance with, Regulation S.

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 Securities Act or the applicable laws of other jurisdictions.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Bookbuild or the Placing and Placees' commitments will be made solely on the basis of the Publicly Available Information and subject to any further terms set forth in the contract note or trade confirmation sent to individual Placees. Each Placee, by participating in the Bookbuild and the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of either of the Joint Bookrunners or the Company other than the Publicly Available Information and none of Shore Capital, Peel Hunt, Greenhill, Rabobank, the Company nor any person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Bookbuild and the Placing based on any other information, representation, warranty or statement. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and Placing Shares

The Joint Bookrunners have entered into the Placing Agreement with the Company under which they have undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use their respective reasonable endeavours to procure Placees to subscribe for the Placing Shares. The Placing is not being underwritten by the Joint Bookrunners.

The Company will use its existing authorities granted at the Annual General Meeting allowing the Directors to allot the Placing Shares for cash on a non-pre-emptive basis. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not, inter alia, issue or sell any Ordinary Shares for a period of 90 days after Admission without prior consent from the Joint Bookrunners. This agreement is subject to certain customary exceptions and does not prevent the Company from granting options under, and allotting and issuing Ordinary Shares pursuant to options granted under, the Company's existing employee share schemes in accordance with normal practice.

Applications for admission to listing and trading

Applications will be made to the FCA for admission of the Placing Shares to listing on the premium segment of the Official List and to the London Stock Exchange for admission of the Placing Shares to trading on the London Stock Exchange's main market for listed securities.

It is expected that Admission will take place on 30 May 2018 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

The Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

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, determine.

Principal terms of the Bookbuild and the Placing

1 Shore Capital and Peel Hunt are acting as joint bookrunners and placing agents of the Company in connection with the Bookbuild and the Placing.

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

3 The Bookbuild will commence on the release of this Announcement and is expected to close by no later than 16:30 on 23 May 2018 but will be closed at a time to be determined by the Joint Bookrunners in their absolute discretion. The Company reserves the right to accept bids that are received after the Bookbuild has closed.

4 The number of Placing Shares to be issued pursuant to the Placing will be agreed between the Joint Bookrunners in consultation with the Company following completion of the Bookbuild but, in any event, the number of Placing Shares will not be more than 14,107,224 Placing Shares. The number of Placing Shares to be issued and allotted pursuant to the Placing will be announced once the Bookbuild has closed.

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 Participation in the Bookbuild and the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and their affiliates are entitled to enter bids in the Bookbuild and participate in the Placing as principal.

7 To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Shore Capital or Peel Hunt. Each bid should state the number of Placing Shares which a prospective Placee wishes to acquire 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 Each Placee's allocation will be determined by the Company and the Joint Bookrunners in their sole discretion and confirmed orally by Shore Capital or Peel Hunt (each as an agent of the Company) to the relevant Placee and a trade confirmation or contract note will be dispatched as soon as possible thereafter. A bid in the Bookbuild constitutes a legally binding commitment by the Placee concerned, in favour of Shore Capital, Peel Hunt and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and the Company's articles of association 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 has an immediate, separate, irrevocable and binding obligation owed to the Joint Bookrunners (as agents for the Company) to pay in cleared funds at the relevant time in accordance with the requirements set out below under Registration and Settlement, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for.

9 The Company and the Joint Bookrunners 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; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners. The Company will release the Placing Results Announcement following the close of the Bookbuild, detailing the aggregate number of the Placing Shares to be issued.

10 Each Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by Shore Capital or Peel Hunt. The terms of this Appendix will be deemed incorporated therein.

11 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.

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

13 All obligations under the Placing will be subject to fulfilment of or (where applicable) waiver of, amongst other things, the conditions referred to below under Conditions of the Placing and to the Placing not being terminated on the basis referred to below under Termination of the Placing.

14 By participating in the Bookbuild and the Placing, each Placee agrees 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.

15 To the fullest extent permissible by law, neither Shore Capital, Peel Hunt nor any of its affiliates nor any of its or its affiliates' agents, members, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Shore Capital, Peel Hunt nor any of their affiliates nor any of their agents, members, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the conduct by Peel Hunt and Shore Capital of the Placing or the Bookbuild.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0002502812) following Admission will take place within the CREST system provided that the Joint Bookrunners reserve that right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems 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 of any relevant jurisdiction. Settlement through CREST for the Placees will be on a T+3 basis unless otherwise notified by Shore Capital or Peel Hunt. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form.

Each Placee will be sent a contract note or trade confirmation which will confirm the number of Placing Shares allocated to them and the aggregate amount owed by them to Shore Capital or Peel Hunt. Each Placee is deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with Shore Capital or Peel Hunt or otherwise as Shore Capital or Peel Hunt may direct.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by the Joint Bookrunners.

If Placees do not comply with their obligations, Shore Capital and Peel Hunt (as the case may be) may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit (as agent for the Company), an amount equal to the Placing Price of each Placing Share sold plus any interest due. Placees will, however, remain liable and shall indemnify the Joint Bookrunners on demand for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Each Placee confers on Shore Capital and Peel Hunt all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully undertake in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or trade 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. Placees will not be entitled to receive any fee or commission in connection with the Bookbuild or the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing is, conditional on, inter alia:

(a) each of the warranties contained in the Placing Agreement not being untrue or inaccurate in any material respect or misleading in any respect when made, nor becoming untrue, inaccurate in any material respect or misleading in any respect as at the date of Admission (by reference to the facts and circumstances existing at such time);

(b) in the opinion of each of the Joint Bookrunners (acting in good faith), there not having occurred a material adverse effect or change in, or any development which would reasonably be expected to give rise to or involve a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, management, business affairs, business prospects or solvency of the Group, whether or not foreseeable and whether or not arising in the ordinary course of business;

(c) the Company having complied in all material respects with its obligations under the Placing Agreement (which fall to be performed or satisfied prior to Admission);

(d) the Company issuing and allotting the Placing Shares, prior to and conditional only on Admission, in accordance with the Placing Agreement; and

(e) Admission taking place not later than 8.00 a.m. (London time) on 30 May 2018,

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "conditions"). The Joint Bookrunners and the Company may agree to extend the time and/or date by which any condition is required to be fulfilled to no later than on 3.00 p.m. on 7 June 2018. Any such extension will not affect Placees' commitments as set out in this Appendix.

If any of the conditions is not fulfilled or, where permitted, waived to the extent permitted by law or regulations in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 3.00 p.m. on 7 June 2018), or the Placing Agreement is terminated in accordance with its terms (as to which, see the Termination of the Placing section below), the Placing will lapse and the Placee's rights and obligations 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 upon such terms as they consider appropriate, waive fulfilment of all or any of the conditions in whole or in part (to the extent permitted by law or regulation). Any such waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Company, Shore Capital or Peel Hunt, their respective affiliates or their or their respective affiliates' agents, members, directors, officers or employees 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 any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Bookbuild and the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company. Placees will have no rights against Shore Capital, Peel Hunt, the Company or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Termination of the Placing

Either of the Joint Bookrunners (following consultation with the Company to the extent reasonably practicable in the circumstances) may in its absolute discretion terminate the Placing Agreement at any time up to and including Admission in certain circumstances, including (among others) a breach of the warranties given to the Joint Bookrunners, the occurrence, in the opinion of either of the Joint Bookrunners (acting in good faith), of any material adverse effect or change in, or any development which would reasonably be expected to give rise to or involve a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, management, business affairs, business prospects or solvency of the Group, whether or not foreseeable and whether or not arising in the ordinary course of business or the occurrence of a force majeure event. Notice of termination may be communicated by either of the Joint Bookrunners as soon as practicable to any director of the Company orally or by fax or by email or otherwise and announced to a Regulatory Information Service.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

Each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company, Shore Capital or Peel Hunt of any right of termination or any other right or other discretion under the Placing Agreement, shall be within the absolute discretion of the Company, Shore Capital or Peel Hunt (as the case may be) and that neither the Company, Shore Capital nor Peel Hunt need make any reference to such Placee and that none of the Company, Shore Capital or Peel Hunt, their respective affiliates or their or their respective affiliates' agents, members, directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By making a bid and participating in the Bookbuild, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the Conditions of the Placing above and will not be capable of rescission or termination by it after oral confirmation of its allocation by Shore Capital or Peel Hunt.

Representations, warranties and further terms

By submitting a bid in the Bookbuild, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) to the Company, Shore Capital and Peel Hunt that:

1 it has read and understood this Announcement in its entirety and that its acquisition of the 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 Appendix and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

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

3 the Company's Ordinary Shares are listed on the premium listing segment of the Official List, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, 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 or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4 neither Shore Capital, Peel Hunt nor the Company nor any of their respective affiliates, or their or their respective affiliates' agents, members, directors, officers or employees, respectively, 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, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares; nor has it requested Shore Capital, Peel Hunt, the Company, any of their respective affiliates, agents, members, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5 neither Shore Capital, Peel Hunt nor any person acting on its behalf nor any of its affiliates, or its or its affiliates, agents, members, directors, officers or employees, has or shall have any liability for this Announcement or the Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6 the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Shore Capital, Peel Hunt nor any persons acting on its behalf are responsible for or have or shall have any liability for any information or representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Bookbuild or Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

7 it: (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and the risks of an investment in the Placing Shares; (ii) will not look to Shore Capital or Peel Hunt for all or part of any such loss it may suffer; (iii) is able to bear the economic risk of an investment in the Placing Shares; (iv) is able to sustain a complete loss of the investment in the Placing Shares; and (v) has no need for liquidity with respect to its investment in the Placing Shares;

8 (i) the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement or the Publicly Available Information, 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 and the Publicly Available Information, (ii) Shore Capital, Peel Hunt and the Company (or any of their respective affiliates) have not made any representation to it, express or implied, with respect to the Company, the Bookbuild, the Placing or the Placing Shares or the fairness, accuracy, completeness or adequacy of this Announcement or the Publicly Available Information, (iii) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Bookbuild and the Placing and (iv) it has not relied on any investigation that Shore Capital, Peel Hunt or any person acting on their behalf may have conducted with respect to the Company, the Bookbuild, the Placing or the Placing Shares;

9 it is not, and at the time the Placing Shares are acquired will not be, a resident of Canada, Japan, New Zealand or South Africa;

10 if it is in Australia, or acting on behalf of someone who is in Australia it is a person to whom an offer of securities may be made without a disclosure document (as defined in the Corporations Act 2001 (Cth) (Corporations Act)) on the basis that it and any such person is exempt from the disclosure requirements of Chapter 6D of the Corporations Act in accordance with section 708(8) or 708(11) of the Corporations Act, or otherwise a person to whom the securities may be offered without disclosure under Chapter 6D of the Corporations Act;

11 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; (ii) inside the United States and is a QIB who has duly executed a US investor letter in a form provided to it and delivered the same to Shore Capital, Peel Hunt or its affiliates; or (iii) a dealer or other professional fiduciary incorporated in the United States acquiring the Placing Shares in an "offshore transaction" as the holder of one or more discretionary accounts (other than an estate or trust) held for the benefit of non-US persons solely in its capacity as holder of such account all as defined in, and in accordance with, Regulation S;

12 the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the Securities Act, or under the applicable securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa, New Zealand or Japan or in any country or jurisdiction where any action for that purpose is required;

13 it and/or each person on whose behalf it is participating:

(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b) has fully observed such laws and regulations;

(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

14 acknowledges that it has received this Announcement solely for its use, has not redistributed or duplicated it (including electronic copies thereof) in whole or in part and undertakes not to do so;

15 it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Order, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

16 it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

17 if within the EEA, it is a Qualified Investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(c) of the Prospectus Directive;

18 it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

19 if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the express prior written consent of Shore Capital and Peel Hunt has been given to the offer or resale.

20 it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA;

21 no action has been or will be taken by any of the Company, Shore Capital, Peel Hunt or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

22 none of Shore Capital, Peel Hunt, its affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Bookbuild and the Placing is on the basis that it is not and will not be a client of Shore Capital or Peel Hunt and that neither Shore Capital nor Peel Hunt have any duties or responsibilities to it for providing the protections afforded to the clients or customers of Peel Hunt or Shore Capital or for providing advice in relation to the Bookbuild or the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

23 neither Shore Capital, Peel Hunt nor the Company nor any of their respective affiliates nor their respective affiliates' agents, members, directors, officers or employees nor any person acting on behalf of such persons is making any recommendation to it, advising it regarding the suitability of any transaction it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representation, warranty, acknowledgement, agreement, undertaking or indemnity contained in the Placing Agreement nor the exercise or performance of any of Shore Capital's or Peel Hunt's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24 it acknowledges and accepts that Shore Capital and Peel Hunt may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account and, except as required by applicable law or regulation, neither Shore Capital nor Peel Hunt will make any public disclosure in relation to such transactions;

25 it will make payment to Shore Capital or Peel Hunt (as each of them may direct) for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others or sold on such terms as the Company, Shore Capital and Peel Hunt may determine in their absolute discretion without liability to the Placee and it will remain liable and will indemnify Shore Capital and Peel Hunt for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

26 the person who it specifies for registration as holder of the Placing Shares will be: (i) the Placee; or (ii) a nominee of the Placee, as the case may be. None of Shore Capital, Peel Hunt or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of Shore Capital or Peel Hunt who will hold them as nominee directly or indirectly on behalf of the Placee until settlement in accordance with its standing settlement instructions;

27 it will, or procure that it's nominee will, make any necessary notifications to the Company of its interests in the Placing Shares in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules sourcebook;

28 the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

29 if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

30 it has complied and it will comply with all applicable laws and regulation with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom and all relevant provisions of the Market Abuse Regulation);

31 (i) it has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation; (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 Regulations 2007; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 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 it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription and payment, 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 Shore Capital or Peel Hunt may request from it in connection with the Bookbuild and 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 Shore Capital or Peel Hunt on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Company, Shore Capital and Peel Hunt may decide in their sole discretion;

32 its commitment to acquire Placing Shares on the terms set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, Shore Capital's or Peel Hunt's conduct of the Placing;

33 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

34 the Company, Shore Capital, Peel Hunt and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Shore Capital and Peel Hunt on their own behalf and on behalf of the Company and are irrevocable;

35 if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

36 time is of the essence as regards its obligations under this Appendix;

37 any document that is to be sent to it in connection with the Bookbuild or Placing will be sent at its own risk and may be sent to it at any address provided by it to Shore Capital or Peel Hunt;

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

39 this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to the Bookbuild and the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company, Shore Capital or Peel Hunt in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Bookbuild and the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Shore Capital, Peel Hunt and each of their respective affiliates and each of their and their respective affiliates' agents, members, directors, officers and employees, respectively, 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 Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Shore Capital nor Peel Hunt would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify Shore Capital and Peel Hunt accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Shore Capital and Peel Hunt in the event that either the Company and/or Shore Capital and/or Peel Hunt have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of Shore Capital and Peel Hunt for themselves and on behalf of the Company and are irrevocable.

Peel Hunt is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company in connection with the Bookbuild, the Placing and Admission only and no one else and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Bookbuild or the Placing and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild, the Placing or other matters referred to in this Announcement.

Shore Capital is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company in connection with the Bookbuild, the Placing and Admission only and no one else and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Bookbuild or the Placing and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild, the Placing or other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that neither the Company nor Shore Capital, nor Peel Hunt owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements or agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Shore Capital and Peel Hunt may (at their absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Shore Capital or Peel Hunt, any money held in an account with Shore Capital or Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Shore Capital or Peel Hunt to segregate such money, as that money will be held by it under a banking relationship and not as trustee.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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

All times and dates in this Announcement may be subject to amendment. Shore Capital or Peel Hunt will notify Placees and any persons acting on behalf of the Placees of any changes.

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

Definitions

In this Announcement (including the Appendix), save where the context requires otherwise:

LEI: 213800NPR9YDSBO86U08