DNL.L Regulatory News (DNL)

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

6 March 2020

Diurnal Group plc

("Diurnal" or the "Company")

Proposed Placing

Diurnal Group plc (AIM: DNL), the specialty pharmaceutical company targeting patient needs in chronic endocrine (hormonal) diseases, today announces a proposed conditional placing (the "Placing") with institutional investors to raise a minimum of approximately £7.0 million in aggregate before expenses at the Placing Price of 32 pence per new Ordinary Share.

Highlights

· The net proceeds of the Placing will be used to progress the development and commercialisation of Diurnal's products, including, inter alia:

o continue the development of the European commercial organisation and roll-out of Alkindi®;

o commence market access activities for Chronocort® in Europe ahead of anticipated approval in Q1 2021;

o strengthen the Group's balance sheet in connection with licensing discussions for Alkindi® and Chronocort® in the US and the rest of the world; and

o progress the Group's early-stage pipeline into clinical trials, including proof-of-principle studies and further development of DITEST™, the native oral testosterone formulation.

· Based on the Directors' current assumptions, which assume both a successful H1 2020 US licencing deal and a successful marketing authorisation in Q1 2021 and subsequent launch of Chronocort®, the net proceeds of the Placing are expected to provide funding to profitability for the Company's late-stage cortisol replacement franchise

· The Placing Price represents a discount of approximately 4.5 per cent. to the mid-market closing price of the Company's Ordinary Shares on 5 March 2020, being the last practicable date prior to the date of this announcement.

The Placing will be conducted by way of an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II. The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 4.30 p.m. GMT today, 6 March 2020. Details of the number of Placing Shares and the gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The Placing will not be underwritten.

The Placing is conditional upon, amongst other things, the passing of the Placing Resolutions to be considered by Shareholders at the General Meeting to be held at 2.00 p.m. on 25 March 2020 at the offices of Eversheds Sutherland (International) LLP at 1 Wood Street, London EC2V 7WS.

Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild. The final Circular and Notice of General Meeting will be sent to Shareholders and published on the Company's website shortly after the closure, and announcement of the results, of the Bookbuild.

The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III and Appendix IV and the expected timetable of the principal events is set out in Appendix V.

Martin Whitaker, PhD, Chief Executive Officer of Diurnal, commented: 

"Diurnal has delivered against all the key milestones set out at the time of the Company's last fundraising, including the continued development of our commercial organisation and roll-out of Alkindi® in Europe, as well as regulatory submissions for both Chronocort® in Europe and Alkindi® in the US. Funds raised as a result of this proposed Placing will allow us to progress our vision of becoming a world-leading specialty pharma company in endocrinology, in particular through supporting the continued roll-out of Alkindi® and commencing market access activities for Chronocort® in Europe ahead of its anticipated approval in Q1 2021. The bolstering of our balance sheet is also timely as we progress licensing discussions with potential US partners. We also expect the proceeds to provide funding to profitability for the Company's late-stage cortisol replacement franchise."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).

This summary should be read in conjunction with the full text of the following announcement.

Notes to Editors

About Diurnal Group plc

Founded in 2004, Diurnal is a UK headquartered European specialty pharma company developing high quality products for the global market for the life-long treatment of chronic endocrine conditions, including Congenital Adrenal Hyperplasia and Adrenal Insufficiency. Its expertise and innovative research activities focus on circadian-based endocrinology to yield novel product candidates in the rare and chronic endocrine disease arena.

For further information about Diurnal, please visit www.diurnal.co.uk

IMPORTANT NOTICES

IMPORTANT NOTICE

No action has been taken by the Company, Panmure Gordon, Cantor Fitzgerald or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to the Company in relation to the Placing, the EIS/VCT Admission and the General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Panmure Gordon as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to the Company in relation to the Placing, the EIS/VCT Admission and the General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Cantor Fitzgerald is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

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 Panmure Gordon, Cantor Fitzgerald or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") 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 therefor is expressly disclaimed.

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 Panmure Gordon or Cantor Fitzgerald, and the Circular.

The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Panmure Gordon, Cantor Fitzgerald or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

APPENDIX I

THE PLACING

Introduction

The Company proposes to raise a minimum of approximately £7.0m through a conditional Placing of Placing Shares at 32 pence each. The Placing Price in respect of the Placing Shares represents a discount of 4.5 per cent. to the closing middle market price of 33.5 pence per Existing Ordinary Share on 5 March 2020 (being the last practicable date before publication of the Circular).

The Placing is conditional on, amongst other things, the passing of the Placing Resolutions by Shareholders at the General Meeting, notice of which will be included in the Circular. The Directors consider that the majority of the gross Placing proceeds is expected to be EIS/VCT qualifying.

Description of Company

Diurnal is a European specialty pharmaceutical group, headquartered in the UK, targeting patient needs in chronic endocrine (hormonal) diseases. The Group aims to develop and commercialise products to solve patient needs in endocrine diseases, primarily those that result from a deficiency of cortisol, typically where there is either no licensed medicine or where the Directors believe that current treatment does not sufficiently address patients' needs.

Cortisol is an essential hormone produced by the adrenal gland. Absence of cortisol can result in fatigue, depression and death through adrenal crisis. The production of cortisol in the human body follows a daily cycle (circadian rhythm), whereby production increases from a minimum level during sleep, peaks upon waking and gradually declines during the day. In adrenal disease, this moderates the impact that excess androgens have on the body throughout the day. If left unregulated for even certain periods during the day, excess androgens can affect patients' growth and sexual development, resulting in symptoms such as short stature, infertility, obesity and increased mortality.

The Directors believe the Group is on track to become a world-leading endocrinology speciality pharma group focused on a c. $9.5 billion1 market opportunity and initially targeting a c. $3 billion1 market in cortisol deficiency. The Group is building a life-long Adrenal Franchise through the Group's two flagship products, Alkindi®/Alkindi® Sprinkle hydrocortisone granules in capsules for opening) and Chronocort®(modified release hydrocortisone capsules), to provide cortisol replacement therapy for patients from birth to old age by targeting two indications, Adrenal Insufficiency, where patients lose the ability to produce cortisol leading to insufficient cortisol production, and CAH where patients are born without an enzyme that is essential for cortisol production.

The Group is also seeking to maximise the value of its products in the rest of the world, in particular, to address significant opportunities for the treatment of CAH and AI in the US (c. $1.1 billion1) and Japan (c. $0.4 billion1), as well as other valuable markets around the world. The Group has also strengthened its pipeline with the successful completion of the first clinical study with DITEST™, its native oral testosterone replacement product, a potential market of approximately $4.8 billion1.

Product portfolio

Alkindi® is the first product specifically designed for young children suffering from paediatric AI, and the related condition, CAH. Alkindi® is approved in Europe and has been proven to be effective, easy to administer and has a safety profile similar to other hydrocortisone products. Given the specialist prescribing base and to retain the maximum commercial value of the product Diurnal is commercialising Alkindi® itself in larger European markets, focusing its marketing efforts initially on patients aged between 0 and 6 years where the unmet need is highest.

Following the approval of Alkindi® in 2018, Diurnal has now launched the product directly in the UK, Germany and Austria and with its distribution partner, Frost Pharma, in Sweden, Denmark, Norway and Iceland. Alkindi® reported revenues of £1.1 million for the six months ended 31 December 2019 demonstrating strong year-on-year growth of over 500%. This reflected both continued growth in Germany and the UK, where Alkindi® was launched during 2018, as well as sales from new launches.

Following approval of pricing for Alkindi® during 2019, Diurnal has also now launched the product in Italy. Diurnal also received pricing approval for Alkindi® in the Netherlands and continues pricing discussions in Spain. The Group expects that a series of country launches during 2020 will continue to provide strong revenue growth for Alkindi®. Diurnal continues to assess the most effective means of accessing additional European markets for Alkindi® and will either use in-house resources or engage with a distribution partner.

Diurnal has continued to develop a robust and efficient product supply chain, in particular to minimise potential disruption to the Group's operations after the end of the transitional period following the UK's departure from the EU on 31 January 2020 and also to minimise distribution costs. The Group's supply chain remains located entirely within the EU. Diurnal's wholly-owned subsidiary, Diurnal Europe B.V., registered in the Netherlands, holds the Alkindi® EU marketing authorisation and other required authorisations and licenses following the UK's departure from the EU. Diurnal has previously established a satellite distribution facility in the UK to ensure continuity of supply for the UK market.

The Company believes that its European commercial infrastructure is a valuable asset that can not only be leveraged significantly in the event of a successful approval of Chronocort® in Europe, but also makes Diurnal an attractive partner for companies seeking to commercialise endocrinology-focused products in Europe. Diurnal continues to assess such business development opportunities where they are additive to its business model.

Diurnal's second product candidate, Chronocort®, provides a drug release profile that the Group believes better mimics the body's natural cortisol circadian rhythm, which current therapy is unable to replicate, and is designed to improve disease treatment for adults with CAH, as measured by androgen (male sex hormone) control.

During 2018, Diurnal completed its pivotal European Phase 3 clinical trial of Chronocort® for the treatment of CAH in adults, with a total of 122 patients enrolled across 11 clinical sites, the largest interventional study conducted to date in this patient population. In this study, Chronocort® was able to demonstrate 24-hour control of androgens in CAH. However, it did not meet the primary endpoint of superior control compared to conventional glucocorticoid therapy. Subsequently, Diurnal performed a detailed analysis of the study data, identifying important differences between Chronocort® and the control arm of the trial based upon a number of relevant clinical parameters. Based on these findings, Diurnal held a positive Scientific Advice meeting with the EMA in Q2 2019, which confirmed the existing clinical and regulatory path for Chronocort®. An MAA was subsequently filed in Q4 2019. The MAA submission seeks approval for adolescent CAH patients in addition to adults, providing the potential for transition of paediatric patients from Alkindi® to Chronocort®, along with an application for confirmation of Orphan Drug Status.

Patients completing treatment in the European Phase 3 study had the option to enrol into a long-term safety extension study, assessing the impact of treatment with Chronocort® over an extended period, regardless of whether the patients were initially treated with Chronocort® or standard-of-care generic steroids. A significant proportion of patients eligible to enter the follow-on study did so and patient drop-out rates from this study have been very low to date. Diurnal has performed two interim analyses of the data from the ongoing study; notably, a number of patients have been treated for at least 30 months and show sustained benefit from extended Chronocort® treatment, consistent with feedback from the study investigators in this open-label trial.

Assuming the EMA approves Chronocort® for the treatment of CAH, Diurnal subsequently intends to submit a line extension in Europe for the treatment of AI, potentially a much larger market opportunity, using existing clinical data, once the existing Orphan Drug Status for the product Plenadren® in the treatment of adult AI has expired in late 2021.

The Group intends to use its commercial organisation and supply chain developed for Alkindi® for the planned future launch of Chronocort® in Europe. In addition, the pricing work undertaken for Alkindi® has provided insights into the cortisol deficiency market that will be valuable in developing health economic arguments for Chronocort®.

As announced in December 2019, Diurnal successfully completed the Alkindi® New Drug Application ("NDA") application in the US, along with an application for Orphan Drug Status, with potential for approval in late 2020. In the US, the product will be designated "Alkindi® Sprinkle", reflecting the unique formulation for a hydrocortisone-based product for paediatric patients. The Group is seeking commercial partners in the US and the rest of the world to enter other global markets. In addition, as announced in February 2020, its NDA for Alkindi® Sprinkle has been formally accepted for review by the US Food and Drug Administration ("FDA").

Diurnal has developed a Phase 3 registration package for Chronocort® in the US designed to recruit up to 150 patients with CAH, randomised either to receive Chronocort® twice-daily or standard-of-care generic steroids. The study design reflects previous discussions with the FDA and builds upon key learnings from the European Phase 3 study. Diurnal believes that the preparatory work undertaken for this study, including identification of key clinical sites, will substantially accelerate the clinical trial start-up timings. Diurnal has also developed a Phase 2 study designed to assess the utility of Chronocort® in AI, which represents a sizeable commercial opportunity (potentially c. $0.9 billion in the US alone) and with a highly favourable competitive landscape in the US. Diurnal believes that both these studies are ready to commence, ideally with the support of a US partner.

As highlighted previously, Diurnal is in discussion with a range of potential US licensing partners for Alkindi® and Chronocort® and aims to close a deal during the first half of 2020.

Diurnal continues to refine its strategy to optimise market access for its products. Outside of key European markets and the US, the Group aims to maximise revenues from Alkindi® and Chronocort® by entering into distribution agreements.

Diurnal announced in November 2019, positive headline results from the Company's Phase I proof-of-concept clinical trial with DITEST™ (native oral testosterone formulation), which has the potential to be the first effective oral native testosterone treatment in an estimated c. $4.8 billion global market. This study, which confirmed the positive findings in the Group's successful in vivo pre-clinical studies, evaluated the pharmacokinetics, safety and tolerability of DITEST™ in the target patient group of 24 adult men with primary or secondary hypogonadism. The market for testosterone-based products for the treatment of hypogonadism is fragmented and many of the commercially available testosterone replacements have their drawbacks, with topically-available products having compliance and safety issues, while key issues with the use of alternative oral modified testosterone products (testosterone undecanoate) show variability in absorption and require a high-fat meal to achieve therapeutic testosterone levels.

The primary endpoint of the trial compared the rate and extent of absorption of testosterone from a single dose of DITEST™ 120mg with a single dose of testosterone undecanoate 80mg in the fed state in hypogonadal men was met, DITEST™ was shown to achieve testosterone levels within the healthy young male adult normal range after oral administration, with levels that were less variable than testosterone undecanoate.

Secondary endpoints demonstrated that there was no impact on the rate and extent of absorption of testosterone from DITEST™ 200mg whether taken with either food or in the fasted state, representing a major difference with testosterone undecanoate. The safety and tolerability of two different doses of DITEST™ were also assessed in the study. There were no serious adverse events in the DITEST™ arm of the study and levels of the potent testosterone derived androgen, dihydrotestosterone ("DHT"), were lower than with testosterone undecanoate.

Diurnal is currently assessing the regulatory path for registration of DITEST™ in the key US market in order to determine the optimum development pathway, whether in-house or in collaboration with a partner.

Diurnal's other early-stage pipeline products include its novel siRNA therapy for Cushing's disease, a condition characterised by an excess of cortisol (a c. $0.46 billion market opportunity) and a modified-release T3 replacement therapy for patients with hypothyroidism who do not respond to current standard-of-care (a potential market of c. $1 billion in the US and Europe). In addition, Diurnal regularly assesses third party products for chronic endocrine disorders that fit within its strategic vision.

Proposed use of proceeds

The net proceeds of the Placing are expected to be used by the Company to continue to support the development of Alkindi® and Chronocort® in the US and the rest of the world and to progress the Group's early-stage pipeline. In particular, it is the Board's expectation that the net proceeds from the Placing, in addition to existing cash resources (including tax credits received recently), will be used to:

o continue the development of the European commercial organisation and roll-out of Alkindi®;

o commence market access activities for Chronocort® in Europe ahead of anticipated approval in Q1 2021;

o strengthen the Group's balance sheet in connection with licensing discussions for Alkindi® and Chronocort® in the US and the rest of the world; and

o progress the Group's early-stage pipeline into clinical trials, including proof-of-principle studies and further development of DITEST™, the native oral testosterone formulation.

The Directors believe that delivering the milestones outlined above will enhance the value of the Group and that these milestones will ensure wider recognition of the Group both in the US and Europe.

Based on the Directors' current assumptions, which assume both a successful H1 2020 US licencing deal and a successful marketing authorisation in Q1 2021 and subsequent launch of Chronocort®, the net proceeds of the Placing are expected to provide funding to profitability for the Company's late-stage cortisol replacement franchise.

Details of the Placing

The Placing is expected to comprise the EIS/VCT Placing in respect of EIS/VCT Placing Shares and the General Placing in respect of the General Placing Shares.

The EIS/VCT Placing is conditional, inter alia, upon:

· the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to EIS/VCT Admission;

· the passing of the Placing Resolutions at the General Meeting (or any adjournment thereof); and

· EIS/VCT Admission becoming effective by no later than 8.00 a.m. on or around 26 March 2020 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Brokers and the Company may agree).

If any of the conditions above are not satisfied, the EIS/VCT Placing Shares will not be issued.

The General Placing is conditional, inter alia, upon:

· the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to General Admission;

· the passing of the Placing Resolutions at the General Meeting (or any adjournment thereof);

· EIS/VCT Admission becoming effective; and

· General Admission becoming effective by no later than 8.00 a.m. on or around 27 March 2020 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Brokers and the Company may agree).

If any of the conditions above are not satisfied, the General Placing Shares will not be issued. The EIS/VCT Placing is not conditional on the issue of the General Placing Shares and General Admission.

The Placing is not underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, 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 after the date of their issue.

Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. Subject to Shareholder approval of the Placing Resolutions at the General Meeting, it is expected that: (i) EIS/VCT Admission will occur, and that dealings in the EIS/VCT Placing Shares subscribed for pursuant to the EIS/VCT Placing will commence, at 8.00 a.m. on 26 March 2020, at which time it is also expected that the EIS/VCT Placing Shares subscribed for pursuant to the EIS/VCT Placing will be enabled for settlement in CREST; and (ii) General Admission will occur, and that dealings in the General Placing Shares will commence, at 8.00 a.m. on 27 March 2020, at which time it is also expected that the General Placing Shares will be enabled for settlement in CREST.

Shareholders should note that it is possible that EIS/VCT Admission will occur but General Admission will not occur. If any Admission does not occur, then the Company will not receive the relevant net proceeds in respect of such Admission and the Company may not be able to finance the activities it intends to utilise the net proceeds of the Placing for, as described in the Circular and may have to seek additional funding.

The Placing Agreement

Pursuant to the Placing Agreement, the Joint Brokers have each severally agreed to use their respective reasonable endeavours, as agents of the Company, to procure subscribers for the Placing Shares at the Placing Price.

The Joint Brokers' obligations under the Placing Agreement are conditional on, amongst other things:

· EIS/VCT Admission occurring at or before 8.00 a.m. on 26 March 2020 (or such later time and/or date (being not later than 8.00 a.m. on 10 April 2020) as the Company and the Joint Brokers may agree);

· the compliance by the Company with all of its obligations under the Placing Agreement to the extent they are required to be performed on or prior to EIS/VCT Admission;

· the Placing Resolutions being approved by the required majorities of Shareholders attending and voting (in person or by proxy) at the General Meeting (or at any adjournment thereof) at which they are proposed;

· and

· in respect of the General Placing Shares to be issued in relation to the General Placing only, amongst other things:

o General Admission occurring at or before 8.00 a.m. on 27 March 2020 (or such later time and/or date (being not later than 8.00 a.m. on 10 April 2020) as the Company and the Joint Brokers may agree); and

o the compliance by the Company with all its obligations under the Placing Agreement to the extent they are required to be performed on or prior to General Admission.

If: (i) any condition contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or waived (to the extent capable of being waived) by the Joint Brokers, by the respective time or date where specified; (ii) any such condition becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in accordance with its terms, the Placing (following EIS/VCT Admission, in relation to General Placing Shares only) will not proceed and the Placees' rights and obligations thereunder in relation to the Placing Shares shall cease and terminate at such time (provided that following EIS/VCT Admission, only the obligations relating to the General Placing Shares shall terminate) and each Placee agrees that no claim can be made by the Placee in respect thereof. EIS/VCT Admission is not conditional on General Admission but General Admission is conditional on EIS/VCT Admission.

The Placing Agreement provides, amongst other things, for payment by the Company to each of Panmure Gordon and Cantor Fitzgerald of certain commissions and fees in connection with their appointment.

The Company will bear all other expenses of and incidental to the Placing, including the fees of the London Stock Exchange, printing costs, registrar's fees, all properly incurred legal and accounting fees of the Company and the Joint Brokers and any other taxes and duties payable.

The Placing Agreement contains customary warranties and indemnities from the Company in favour of the Joint Brokers.

Each of the Joint Brokers may (after consultation with the Company and the other Joint Broker) terminate the Placing Agreement prior to EIS/VCT Admission and/or General Admission in certain circumstances, if, amongst other things, the Company is in material breach of any of its obligations under the Placing Agreement (including the warranties contained in the Placing Agreement), if there is a material adverse change in the condition, earnings, business, operations or prospects of the Group or if there is a material adverse change in the financial, political, economic or stock market conditions, which in the Joint Brokers' reasonable opinion (acting in good faith) makes it impractical or inadvisable to proceed with the Placing.

Enterprise Investment Scheme and Venture Capital Trust

The Company received advance assurance on 28 February 2020 from HMRC that it is a qualifying company for the purposes of the Enterprise Investment Scheme ("EIS Advance Assurance"). Accordingly, the Company expects HMRC to authorise the Company to issue compliance certificates under section 204(1), ITA 2007 in respect of the EIS Shares to be issued, following receipt of a form EIS1 satisfactorily completed following the issue of shares to investors seeking EIS Relief for their investment. As of 2 January 2018, HMRC can no longer consider VCT advance assurance applications where the details of the potential qualifying holding are not given.

The Directors believe that the EIS/VCT Placing Shares should be eligible (subject to the circumstances of investors) for tax reliefs under EIS and as a qualifying holder for VCTs. The Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible VCT and EIS investments on this occasion. However, neither the Directors nor the Company gives any warranty or undertaking that relief will be available in respect of any investment in EIS/VCT Placing Shares pursuant to the Circular or the Placing, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status.

Companies can raise up to £10 million from State Aid investment sources, including under the combined EIS and from VCTs, in any 12-month period.

The Company will, following EIS/VCT Admission, make an application to HMRC to authorise the Company to deliver certificates under section 204, ITA 2007 which have been duly allocated such relief by the Board. Assuming that HMRC gives authorisation to the Company, it will deliver such certificates in respect of such allocations of EIS/VCT Placing Shares.

Provided that Qualifying Investors and the Company comply with the EIS legislation (Part V, ITA 2007 and sections 150A-C and Schedule 5B of the Taxation of Chargeable Gains Act 1992), which includes a requirement that the EIS Shares are held by investors for not less than three years, UK taxpayers should qualify for EIS Relief on their investment in the EIS Shares.

As the rules governing EIS Relief and VCT Relief are complex and interrelated with other legislation, if Shareholders or any potential investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.

General Meeting

The Directors do not currently have authority to allot all the Placing Shares and, accordingly, the Board intends to seek the approval of Shareholders to allot the Placing Shares at the General Meeting.

Recommendation

The Directors believe that the Placing and the passing of the Resolutions are in the best interests of the Company and the Shareholders, taken as a whole. The Directors unanimously recommend that Shareholders vote, or procure the vote, in favour of the Resolutions as they intend to do in respect of their own holdings of Existing Ordinary Shares, amounting, in aggregate, to 3,491,172 Existing Ordinary Shares (representing approximately 4.03 per cent. of the Existing Ordinary Shares).

Shareholders are reminded that the Placing is conditional, amongst other things, upon the passing of the Placing Resolutions at the General Meeting. Shareholders should be aware that, if the Placing Resolutions are not passed at the General Meeting, the Placing will not proceed and the Company will need to seek alternative sources of finance to provide working capital and advance the Group's products.

1Market sizes are based on company estimates

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

INTRODUCTION

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION OR THE UK, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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 SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY 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 PLACING SHARES.

Placees will be deemed to have read and understood this announcement and these terms and conditions in their entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges 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;

2. 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 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 or the UK other than Qualified Investors or in circumstances in which the prior consent of the Joint Brokers 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 UK 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/or

3. (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Placing Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person in reliance on Regulation S.

The Company and the Joint Brokers will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Neither of the Joint Brokers makes any representation to any Placee regarding an investment in the Placing Shares referred to in this announcement (including this Appendix).

This announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Excluded Territories or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company under the Placing is being made in the United Kingdom, the United States or any Excluded Territory.

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Excluded Territories. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the Excluded Territories or any other jurisdiction outside the United Kingdom.

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

DETAILS OF THE PLACING

The Joint Brokers have entered into the Placing Agreement with the Company under which the Joint Brokers have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure, as agents for the Company, subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary warranties given by the Company to the Joint Brokers as to matters relating to the Company and its business and a customary indemnity given by the Company to the Joint Brokers in respect of liabilities arising out of, or in connection with, the Placing.

The Joint Brokers (after consultation with the Company) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and the Joint Brokers also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. The Joint Brokers shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither of the Joint Brokers nor any holding company of a Joint Broker nor any subsidiary branch or affiliate of a Joint Broker (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Brokers, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing.

Each Placee's obligations will be owed to the Company and to the Joint Brokers. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Brokers, to pay to the Joint Brokers (or as the Joint Brokers may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placees has agreed to acquire.

Each Placee agrees to indemnify on demand and hold each of the Joint Brokers and the Company, and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.

The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

A Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by the Joint Brokers at the Placing Price, conditional on: (i) EIS/VCT Admission occurring and becoming effective by 8.00 a.m. on 26 March 2020 or General Admission occurring and becoming effective by 8.00 a.m. on 27 March 2020 (or, in either such case, such later time and/or date, not being later than 8.00 a.m. on 10 April 2020, as the Company and the Joint Brokers may agree); (ii) the Placing Agreement becoming otherwise unconditional in all relevant respects and not having been terminated in accordance with its terms on or before the date of the relevant Admission; and (iii) the Joint Brokers confirming to the Placees their allocation of Placing Shares.

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

The EIS/VCT Placing is not conditional on the issue of the General Placing Shares and General Admission. Investors should note that it is possible that EIS/VCT Admission will occur but General Admission will not occur.

APPLICATION FOR ADMISSION TO TRADING

Application will be made to the London Stock Exchange for Admission. It is expected that settlement of the EIS/VCT Placing Shares and EIS/VCT Admission will become effective on or around 8.00 a.m. on 26 March 2020 and that dealings in the EIS/VCT Placing Shares will commence at that time. It is expected that settlement of the General Placing Shares and General Admission will become effective on or around 8.00 a.m. on 27 March 2020 and that dealings in the General Placing Shares will commence at that time.

PAYMENT FOR SHARES

Each Placee has a separate, irrevocable and binding obligation to pay the Placing Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by the Joint Brokers. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at the Joint Brokers' discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

The Joint Brokers (whether through themselves or any of their affiliates) are arranging the Placing as placing agents of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

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

By participating in the Placing, Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.

This Appendix 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 number of Placing Shares to be issued, and the extent of each Placee's participation in the Placing (which will not necessarily be the same for each Placee), will be agreed between the Joint Brokers, (following consultation with the Company) following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). No element of the Placing will be underwritten. The aggregate number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with a Joint Broker as agent of the Company. Each Placee's allocation will be confirmed to Placees orally or by email by the relevant Joint Broker, and a form of confirmation or contract note will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Joint Brokers 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 conditions set out in this Appendix and in accordance with the articles of incorporation of the Company.

Except as required by law or regulation, no press release or other announcement will be made by a Joint Broker 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.

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

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

By participating in the Placing, 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.

To the fullest extent permissible by law, none of the Company, the Joint Brokers or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise under these terms and conditions). In particular, none of the Company, the Joint Brokers or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Brokers' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the Placing Shares to the Placees and the Joint Brokers shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

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 Joint Brokers' obligations under the Placing Agreement in respect of the EIS/VCT Placing Shares are conditional on, inter alia:

1. the Company allotting, subject only to EIS/VCT Admission, the EIS/VCT Placing Shares in accordance with the Placing Agreement;

2. EIS/VCT Admission taking place not later than 8.00 a.m. on 26 March 2020 (or such later date as may be agreed in writing between the Company and the Joint Brokers);

3. the Company having complied with its obligations under the Placing Agreement; and

4. the passing of certain required shareholder resolutions to be proposed at the general meeting of the Company to be held on or around 25 March 2020, or any adjournment thereof.

If (a) any of the conditions contained in the Placing Agreement in relation to the EIS/VCT Placing Shares are not fulfilled or waived by the Joint Brokers by the respective time or date where specified (or such later time or date as the Company and the Joint Brokers may agree not being later than 5.00 p.m. on 10 April 2020 (the "Final Date")); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the EIS/VCT Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the EIS/VCT Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The EIS/VCT Placing is not conditional on the issue of the General Placing Shares and General Admission. Investors should note that it is possible that EIS/VCT Admission will occur but General Admission will not occur.

The Joint Brokers' obligations under the Placing Agreement in respect of the General Placing Shares are conditional on, inter alia:

1. the Company allotting, subject only to EIS/VCT Admission, the EIS/VCT Placing Shares in accordance with the Placing Agreement and the Company allotting, subject only to General Admission, the General Placing Shares in accordance with the Placing Agreement;

2. EIS/VCT Admission taking place not later than 8.00 a.m. on 26 March 2020 (or such later date as may be agreed in writing between the Company and the Joint Brokers) and General Admission taking place not later than 8.00 a.m. on 27 March 2020 (or such later date as may be agreed in writing between the Company and the Joint Brokers);

3. the Company having complied with its obligations under the Placing Agreement; and

4. the passing of certain required shareholder resolutions to be proposed at the general meeting of the Company to be held on or around 25 March 2020, or any adjournment thereof.

If (a) any of the conditions contained in the Placing Agreement in relation to the General Placing Shares are not fulfilled or waived by the Joint Brokers by the respective time or date where specified (or such later time or date as the Company and the Joint Brokers may agree not being later than 5.00 p.m. on the "Final Date"); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the General Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the General Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Subject to certain exceptions, the Joint Brokers may, at their absolute discretion and upon such terms as they think fit, waive, or extend the period (up to the Final Date) 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. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

Neither the Joint Brokers nor the Company 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 Brokers.

RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

Either Joint Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

1. the Company has failed to comply with any of its obligations under the Placing Agreement which is material in the context of the Placing and/or Admission; or

2. any of the warranties given by the Company to the Joint Brokers under the Placing Agreement not being true or accurate or being misleading when given or deemed given or repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) in a respect which is material in the context of the Placing and/or Admission; or

3.  if, amongst other things, there is a material adverse change in the condition, earnings, business, operations or prospects of the Group or if there is a material adverse change in the financial, political, economic or stock market conditions, which in the Joint Broker's reasonable opinion (acting in good faith) makes it impractical or inadvisable to proceed with the Placing

Following General Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by a Joint Broker of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Broker, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against the Joint Brokers, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

NO PROSPECTUS

The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) and certain business and financial information the Company is required to publish in accordance with the AIM Rules and the rules and practices of the FCA (collectively "Exchange Information").

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or a Joint Broker or any other person and neither of the Joint Brokers nor the Company nor any other person 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. 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.

REGISTRATION AND SETTLEMENT

Settlement of transactions in the Placing Shares (ISIN: GB00BDB6Q760) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint Brokers reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they 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.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Broker (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with the relevant Joint Broker.

Settlement of transactions in the Placing Shares (ISIN: GB00BDB6Q760) following the relevant Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST of the EIS/VCT Placing Shares is expected to take place on 26 March 2020 unless otherwise notified by the Joint Brokers and EIS/VCT Admission is expected to occur no later than 8.00 a.m. on 26 March 2020 unless otherwise notified by the Joint Brokers. Settlement through CREST of the General Placing Shares is expected to take place on 27 March 2020 unless otherwise notified by the Joint Brokers and General Admission is expected to occur no later than 8.00 a.m. on 27 March 2020 unless otherwise notified by the Joint Brokers.

The relevant Admission and settlement may occur at an earlier date. 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 Brokers may agree that the Placing Shares should be issued in certificated form. The Joint Brokers reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above Libor as determined by the relevant Joint Broker.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Brokers 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 Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify the Joint Brokers 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 Brokers all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Brokers lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note 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. 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) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and the Joint Brokers, namely that, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement (including this Appendix);

2. acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

4. acknowledges that the Placing Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee 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;

5. acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that neither of the Joint Brokers, their affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by a Joint Broker or the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither of the Joint Brokers nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing in deciding to participate in the Placing and it will not rely on any investigation that the Joint Brokers, their affiliates or any other person acting on their behalf has or may have conducted;

6. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7. acknowledges that the Joint Brokers do not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that the Joint Brokers are not acting for it or its clients and that the Joint Brokers will not be responsible for providing protections to it or its clients;

8. acknowledges that neither of the Joint Brokers, any of their affiliates or any person acting on behalf of them has or shall have any liability for any publicly available or filed information (including any Exchange 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;

9. that, save in the event of fraud on the part of the relevant Joint Broker (and to the extent permitted by the FCA), neither of the Joint Brokers, their respective ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of either Joint Broker's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;

10. represents and warrants that a) (i) it is not in the United States; (ii) it is not a U.S. Person; and (iii) it is not acting for the account or benefit of a U.S. Person or b) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. Person in reliance on Regulation S;

11. acknowledges that the Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the Securities Act, and the Placing Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

12. unless otherwise specifically agreed in writing with the Joint Brokers, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Excluded Territories;

13. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Excluded Territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

14. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

15. represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (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, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) 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 U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU 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 pursuant to AML Legislation 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 Brokers or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which the Joint Brokers or the Company 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 or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by the Joint Brokers or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Brokers may decide at their sole discretion;

16. if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the Placing Shares purchased 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 or the UK other than Qualified Investors, or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale;

17. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA or the UK prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State of the EEA or the UK within the meaning of the Prospectus Regulation;

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

19. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

20. if in the United Kingdom, represents and warrants that it is a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or it is a person to whom the Placing Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (ii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

21. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement (including this Appendix)) and will honour such obligations;

22. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by a Joint Broker;

23. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Brokers may in their sole discretion determine and without liability to such Placee and it will remain liable and will indemnify the Joint Brokers on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

24. acknowledges that neither of the Joint Brokers, any of their affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of either Joint Broker and that neither of the Joint Brokers has any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

25. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither of the Joint Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Brokers in respect of the same on the basis that the Placing Shares will be issued to the CREST stock account of a Joint Broker who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

26. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England 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 (including non-contractual matters) 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 a Joint Broker 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;

27. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

28. agrees that the Company, the Joint Brokers and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each Joint Brokers on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

29. agrees to indemnify on an after-tax basis and hold the Company, the Joint Brokers and their respective affiliates 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 in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

30. acknowledges that no action has been or will be taken by any of the Company, the Joint Brokers or any person acting on behalf of the Company or a Joint Broker 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. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

32. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue, notwithstanding any amendment that may in the 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 Company's conduct of the Placing;

33. acknowledges that a Joint Broker or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

34. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

35. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to the Joint Brokers and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (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 the Joint Brokers 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, 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 Brokers in the event that any of the Company and/or the Joint Brokers has 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 Brokers 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 by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Brokers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that a Joint Broker or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with a Joint Broker, any money held in an account with such Joint Broker 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 rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Broker's money in accordance with the client money rules and will be used by that Joint Broker in the course of its own business and the Placee will rank only as a general creditor of that Joint Broker.

All times and dates in this announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this announcement (including this Appendix) being achieved. The Joint Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an appropriately qualified independent financial adviser.

A Joint Broker is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties, part or all of its fees relating to the Placing.

MISCELLANEOUS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Brokers 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.

The content of this announcement has been prepared by, and is the sole responsibility of, Diurnal Group plc.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

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 forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. 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 those 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 the FCA, the London Stock Exchange or 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.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint bookrunner to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement. Panmure Gordon's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person in respect of any decision to acquire shares in the Company in reliance on any part of this announcement.

Cantor Fitzgerald Europe ("Cantor Fitzgerald"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement.

None of the Joint Brokers, or any of their respective directors, officers, employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or for any loss howsoever arising from any use of the announcement or its contents. The Joint Brokers and their respective directors, officers, employees, advisers, affiliates or agents, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Data Protection

The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website https://www.diurnal.co.uk/privacy-policy/.

Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.

APPENDIX III

DEFINITIONS

APPENDIX IV

GLOSSARY OF TECHNICAL AND SCIENTIFIC TERMS

The following technical and scientific terms apply throughout the Announcement, unless the context requires otherwise:

APPENDIX V

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes

(1) References to are to London time (unless otherwise stated).

(2) The dates and timing of the events in the above timetable and in the rest of the Circular are indicative only and may be subject to change.

(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service.