Eqtec Regulatory News (EQT)

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

CERTAIN INFORMATION COMMUNICATED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

9 July 2020

EQTEC plc

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

Proposed Placing and PrimaryBid Offer to raise approximately £10 million

Issue of Equity

and

Related Party Transactions

EQTEC plc, the technology solution company for waste gasification to energy projects, today announces its intention to raise approximately £10 million, before expenses, by way of (i) a placing of new Ordinary Shares of €0.001 each ("Placing Shares") at a fixed price of 0.45 pence per new Ordinary Share (the "Issue Price") to institutional and other investors (the "Placing") and (ii) an offer for subscription for new Ordinary Shares of €0.001 each by PrimaryBid ("PrimaryBid Shares") at the Issue Price to retail investors (the "PrimaryBid Offer" and, together with the Placing, the "Fundraising").

Highlights:

· The Company intends to conduct a Placing and the PrimaryBid Offer to raise approximately £10 million (before expenses) via the issue of the Placing Shares at the Issue Price and subscription for the PrimaryBid Shares at the Issue Price.

· The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

· The Company also intends to launch an offer for subscription to be conducted by PrimaryBid on behalf of the Company, with existing shareholders prioritised if the subscription through PrimaryBid is oversubscribed.

· The Issue Price represents a discount of approximately 33 per cent. to the closing mid-market price of the Company's Ordinary Shares on AIM on 8 July 2020, being the latest practicable date before this Announcement.

· Altair has agreed to convert an amount of £1,061,964, being the outstanding principal amount of the Altair Loan and interest accrued to date, plus the reprofiling fee of £95,637 owed in connection with the debt reprofiling of the Altair Loan (as announced on 1 June 2020), into new Ordinary Shares at the Issue Price.

· Certain Directors have agreed to reinvest 40 per cent. of their salaries and fees for the next 12 months into Ordinary Shares at the Issue Price.

For further information, please contact:

Additional information

Expected timetable of events

Notes:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Arden. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2. All of the above times refer to London time unless otherwise stated.

Introduction to and reasons for the Fundraising

EQTEC designs and supplies advanced gasification solutions that have a higher efficiency product offering and are modular and scalable from 2MW to 30MW. Of particular importance, is the versatility of the Group's solutions, with its technology able to process over 50 different types of feedstock, including municipal waste, agricultural waste, biomass and plastics. Such solutions produce a uniquely pure high-quality synthesis gas (syngas), that is capable of being used for the widest applications in energy and biofuels.

Global demand for the Group's technology and services remains strong. Early indications show demand increasing as more and more countries and companies seek sustainable "green" solutions to waste elimination and energy issues.

The Group continues to advance discussions with regard to a number of ongoing business development initiatives, including:

· Entry into the market in Greece through a strategic partnership with ewerGy for EPC, O&M and business development and exclusivity in relation to its existing pipeline in the agricultural waste sector;

· Project partnerships with potential investors in the USA whilst evaluating feasibility of additional two projects with Phoenix Energy;

· Collaborations with developers in the UK and Ireland in relation to refuse derived fuel, anaerobic digestion and waste gasification projects; and

· Collaboration with a large owner and operator of biomass energy, district heating and energy from waste infrastructure, to develop a portfolio of projects together.

Use of proceeds

In order to take full advantage of the near-term opportunities available, the Group is seeking to raise approximately £10 million (before expenses) pursuant to the Fundraising for:

1. specific project development capital to be deployed to accelerate the timing of identified projects, using RDF in the UK and Ireland and Biomass in Europe, to financial close and invoicing by EQTEC;

2. the settlement of outstanding principal, interest and fees due to the Riverfort Lenders, up to an amount of approximately £311,000 (further details set out below);

3. further IP development, contract suite improvement, IoT software development and additional human resource; and

4. the Group's general working capital requirements.

Current trading

On 15 June 2020, the Group released its results for the year ended 31 December 2019. Revenue in the financial year ended 31 December 2019 amounted to €1.7 million (2018: €2.2 million). The Group reported a loss for the financial year of €3.6 million, a decrease on the prior year period loss of €8.2 million. Losses before one off items and interest expensed were €2.7 million for the financial year ended 31 December 2019.

The Company has a high degree of earnings visibility for FY2020 on contracted or near contracted sales of technology, with FY2020 results expected to be significantly weighted to the second half of the financial year.

It is apparent to the Board that COVID-19, with the resultant restrictive social and travel practices and associated economic impact, will have some inevitable impact on the operations of the Group. It is too early at this stage to confidently make any accurate overall forecasts of the impact that COVID-19 will have, for example, on employees, customers or growth. However, EQTEC is a strong and resilient business with a proven technology and relatively low-risk business model, providing a good foundation to withstand the challenges of the COVID-19 pandemic. The Company continues to implement a number of measures to reduce the Group's cash outflows and assist in managing its cash flow in this period.

Agrigas update

As part of its projects and commercial update on 28 May 2020, the Company announced that, in relation to its Agrigas project in Greece, at the request of the bank offering the project finance to the project, one of Greece's leading banks, a full project technical due diligence report, completed by TUV Hellas, the nominated engineer of the bank, and third party financial due diligence, carried out by EY Greece, was completed and provided to the bank.

The Company has now been informed by its local partners in Greece that a leading Greek bank has approved the funding for the project, subject to terms and conditions which will be incorporated in formal legal documentation. Subject to finalisation of legal documentation, this is now expected to enable financial close on the project and the Company will provide further updates in due course.

The Placing

The Group is seeking to raise approximately £10 million (before expenses) from the Placing of the Placing Shares and the subscription for PrimaryBid Shares both at the Issue Price. The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Arden and the Company at the close of the bookbuild, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild and the allocation of Placing Shares shall be at the absolute discretion of Arden, in consultation with the Company. The Company and Arden reserve the right to issue and sell a greater or lesser number of shares through the Placing.

The Placing is conditional, inter alia, upon:

a) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

b) Admission becoming effective by no later than 8.00 a.m. on 15 July 2020 or such later time and/or date (being no later than 8.00 a.m. on 6 August 2020) as Arden and the Company may agree.

If any of the conditions of the Placing are not satisfied, the Placing Shares will not be issued and all monies received will be returned to the Placees at their own risk and without interest as soon as possible thereafter.

PrimaryBid Offer

PrimaryBid intends to conduct an offer for subscription for PrimaryBid Shares on behalf of the Company on the terms set out in a separate announcement to be made by the Company immediately after this Announcement. 

The PrimaryBid Offer is conditional upon (amongst other things) the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 15 July 2020 (or such later date and /or time as Arden and the Company may agree, being no later than 8.00 a.m. on 6 August 2020).

Debt Reprofiling and Altair Conversion

As announced on 1 June 2020, the Company reached agreement to reprofile the payment obligations with its lenders, resulting in, inter alia, the extension of the maturity dates to 30 June 2021 (the "Debt Reprofiling").

As part of the Debt Reprofiling, it was agreed with the Riverfort Lenders that, if EQTEC were to close a third-party fundraising prior to any of the repayment dates, 20 per cent. of the gross proceeds of such fundraising will be used to settle the relevant portion of the instalment of the Riverfort Loan due on the next repayment date, being 29 January 2021 (together with the interest that has accrued thereon and remains unpaid and any redemption fees), subject to such payment being no more than US$353,354.

Accordingly, part of the proceeds of the Fundraising amounting to approximately £311,000 will be used to satisfy this commitment.

The Company is also pleased to announce that Altair has agreed, subject to completion of the Placing, to convert £1,061,964 of the Altair Loan, representing the entire principal amount outstanding and all interest accrued to date, plus its reprofiling fee of £95,637 which is owed in connection with the Debt Reprofiling, into new Ordinary Shares (the "Altair Conversion"). In connection with the Debt Reprofiling the Company and Altair had agreed to vary the conversion price of the Altair Loan to be the higher of (i) 0.375 pence per new Ordinary Share; and (ii) a 10 per cent. discount to the volume weighted average price of the Ordinary Shares on AIM for the ten trading days immediately preceding the delivery of a conversion notice, with the decision to deliver such a conversion notice being at the sole discretion of Altair. In the absence of serving a conversion notice, all amounts owing to Altair would be payable in cash in accordance with the terms of the Altair Loan.

The Company and Altair have agreed, conditional on Admission, to amend the terms of the Altair Loan so that the conversion price will be equal to the Issue Price. Accordingly, pursuant to the Altair Conversion, 235,991,940 new Ordinary Shares will be issued to Altair (the "Altair Conversion Shares") and a redemption fee of 8 per cent. of the outstanding balance on redemption will no longer be payable. Pursuant to a lock-in agreement entered into at the time of the Debt Reprofiling, Altair has agreed not to dispose of any interest in the Altair Conversion Shares prior to 30 June 2021, except in certain limited circumstances and for a further period of 90 days to only dispose of such shares through the Company's broker with a view to maintaining an orderly market in the Ordinary Shares. On Admission, Altair will be interested in 1,373,424,441 Ordinary Shares. Following the Altair Conversion, all principal, interest and fees owing to Altair will have been satisfied and no further amounts remain outstanding to Altair.

Salary Subscriptions

Alongside the Placing, David Palumbo, Gerry Madden and Yoel Aleman, Executive Directors of the Company, together with Thomas Quigley, Non-Executive Director of the Company, have agreed to use 40 per cent. of their annual remuneration for the 12 month period from 1 July 2020 to 30 June 2021 to subscribe for new Ordinary Shares in the Company at the Issue Price. The 40 per cent. of their remuneration for the period from 1 July 2020 until 30 June 2021 will be paid to them on a six monthly basis on the first business day following the end of each six month period and each Director has irrevocably undertaken to apply this sum (net of any required tax deductions) in subscribing for new Ordinary Shares in the Company at the Issue Price (the "Directors' Subscriptions").

Related Party Transactions

As Directors of EQTEC, David Palumbo, Gerry Madden, Yoel Aleman and Thomas Quigley are related parties of the Company under the AIM Rules for Companies (the "AIM Rules"). As a result, the Directors' Subscriptions are related party transactions pursuant to Rule 13 of the AIM Rules. Accordingly, the independent Director of the Company (being Ian Pearson), having consulted with the Company's Nominated Adviser, Strand Hanson Limited, considers that the terms of the Directors' Subscriptions are fair and reasonable in so far as the Company's shareholders are concerned.

Altair has an existing holding of 1,137,432,501 Ordinary Shares in the Company representing 28.89 per cent. of the Company's issued share capital and, as such, is a substantial shareholder as defined in the AIM Rules. As a result, amending the conversion price of the Altair Loan is a related party transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the directors of the Company, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the amendment of the conversion price of the Altair Loan to be fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Ordinary Shares to Directors and Strategic Providers

As announced 9 July 2019, certain Directors agreed cash reductions to their remuneration for the 12 month period from 1 July 2019 to 30 June 2020 (the "2019 Director Remuneration Arrangements"), which would be satisfied by the issue of shares at a price of 0.33 pence per share.

Accordingly, the Company announces that it will issue, in aggregate, 78,179,584 new Ordinary Shares (the "Director Remuneration Shares") to the following Directors to satisfy the unpaid remuneration (net of tax where relevant) owed to them under the 2019 Director Remuneration Arrangements:

The Company further announces that it will issue, in aggregate, 72,542,315 new Ordinary Shares (the "Supplier Shares") to certain strategic service providers providing business development and advisory services to the Group, who have agreed to receive such shares in satisfaction of fees due to them. The Supplier Shares will reduce the Group's creditors by €281,215.

Placing Agreement

Pursuant to the terms of the Placing Agreement, Arden, as agent for the Company, has conditionally agreed to use reasonable endeavours to procure Placees for the Placing Shares. Arden intends to conditionally place the Placing Shares with investors at the Issue Price. The Placing Agreement is conditional upon, inter alia:

· Admission of the New Shares; and

· Admission becoming effective on or before 8.00 a.m. on 15 July 2020 (or such later time and/or date as the Company and Arden may agree, but in any event by no later than 8.00 a.m. on 6 August 2020).

The Placing Agreement contains customary warranties from the Company in favour of Arden in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Arden in relation to certain liabilities that it may incur in respect of the Fundraising.

Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including if any of the warranties given to Arden in the Placing Agreement were not true or accurate in any material respect or were misleading when given or deemed given or would no longer be true and accurate in any material respect, or would be misleading if repeated or deemed repeated, the failure of the Company to comply with certain of its obligations under the Placing Agreement, the occurrence of an event which materially (in the good faith opinion of Arden) affects the financial position and/or prospects of the Group as a whole or any change in national or international financial, monetary, economic, political, environmental, or stock market conditions (including any material deterioration in, or material escalation in the response to, the Covid-19 pandemic) which, in the good faith opinion of Arden will or is likely to be materially prejudicial to the Group or to the Placing or Admission or to the subscription for Placing Shares by Placees.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Fundraising and Admission including all legal and other professional fees and expenses.

Admission

Application will be made to the London Stock Exchange for the Placing Shares, PrimaryBid Shares, the Altair Conversion Shares, the Director Remuneration Shares and the Supplier Shares (together, the "New Shares"), which will all rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). Dealings in the New Shares are expected to commence on 8.00 a.m. on 15 July 2020 or such later time and/or date as Arden and the Company agree (being in any event no later than 8.00 a.m. on 6 August 2020).

IMPORTANT INFORMATION

This Announcement has been issued by, and is the sole responsibility, of the Company. 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 Arden or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

NOTICE TO OVERSEAS PERSONS

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Fundraising Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the Fundraising Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

FORWARD-LOOKING STATEMENTS

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, none of the Company, Arden nor their respective directors undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

GENERAL

Arden, which is authorised and regulated by the FCA in the United Kingdom, is acting as Sole Broker to the Company in connection with the Fundraising. Arden will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden or for providing advice to any other person in connection with the Fundraising, the Subscription or any acquisition of shares in the Company. Arden is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

Strand Hanson, which is authorised and regulated by the FCA in the United Kingdom, is acting as Financial Adviser and Nominated Adviser to the Company in connection with the Fundraising. Strand Hanson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Strand Hanson 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 its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

The Fundraising Shares will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

INTERPRETATION

Certain terms used in this Announcement are defined under the heading "Definitions" in Appendix II of this Announcement.

All times referred to in this Announcement are, unless otherwise stated, references to London time.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender and vice versa.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME ("PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS: (I) WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

Information to Distributors

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

(a) Introduction

These terms and conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each person to whom these terms and conditions apply, as described above, who confirms its agreement to Arden, and the Company (whether orally or in writing) to acquire Placing Shares under the Placing (an "Investor") hereby agrees with Arden and the Company to be bound by the trade confirmation issued by Arden to such Investor and these terms and conditions, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound if Arden confirms to such Investor its allocation of Placing Shares under the Placing.

Upon being notified of its allocation of Placing Shares in the Placing, an Investor shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.

(b) Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (except for Admission) (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 15 July 2020.

(c) Bookbuilding Process

Commencing today, Arden will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Arden will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

(d) Participation in, and principal terms of, the Bookbuilding Process

Arden is acting as agent of the Company in connection with the Placing.

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Arden. Arden and Arden Affiliates (as defined below) are entitled to participate as Placees in the Bookbuilding Process as principals.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing. The price per Placing Share (the "Issue Price") is fixed at 0.45 pence per Placing Share and is payable to Arden (as agent for the Company) by all Placees.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 6 p.m. on 9 July 2020, but may be closed at such earlier or later time as Arden may, in its absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Arden's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Arden. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, Arden will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Arden pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by Arden to such Placee. The terms of this Appendix I will be deemed incorporated in that trade confirmation.

Arden reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Arden also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Arden.

Each Placee's obligations will be owed to the Company and to Arden. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Arden, as agent of the Company, to pay to Arden (or as Arden may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

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

All obligations of Arden under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

To the fullest extent permissible by law, none of Arden, any subsidiary of Arden, any branch, affiliate or associated undertaking of Arden or of any such subsidiary nor any of their respective directors, officers, employees, agents or advisers (each an "Arden Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Arden may determine.

(e) Conditions of the Placing

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

The obligations of Arden under the Placing Agreement are conditional, among other things, upon:

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

(ii) the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at Admission; 

(iii) the obligations of Arden not having been terminated (as described below under "Right to terminate under the Placing Agreement"); and

(iv) Admission occurring not later than 8.00 a.m. on 15 July 2020 or such later time and/or date as Arden and the Company may agree (but in any event not later than 6 August 2020).

If (a) any of the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Arden), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Arden, any Arden Affiliate, the Company, nor any subsidiary or subsidiary undertaking of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, partners, consultants, officers and employees (each an "EQTEC Affiliate") 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that Arden's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

(f) Right to terminate under the Placing Agreement

Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to Arden in the Placing Agreement (in a manner which is material in the context of the Placing), the failure of the Company to comply with certain of its obligations under the Placing Agreement, the occurrence of a force majeure event, a material adverse change in the financial or trading position or prospects of any member of the Group or a material deterioration in, or material escalation in the response to, the Covid-19 pandemic. 

By participating in the Placing, each Placee agrees with Arden that the exercise by Arden of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Arden and that Arden need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Arden, any Arden Affiliate nor any EQTEC Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

(g) No prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Arden and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Arden (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to herein), any Arden Affiliate, any persons acting on its or their behalf or the Company or any EQTEC Affiliate and none of Arden, any Arden Affiliate, any persons acting on their behalf, the Company, any EQTEC Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Arden for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether or not to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

(h) Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as Arden may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows: 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Arden and settlement instructions. Placees should settle against the Arden CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected Trade Date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Arden.

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 the base rate of HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Arden may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Arden's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Arden nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

(i) Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 15 July 2020 (or such later time and/or date as the Company and Arden may agree being no later than 8.00 a.m. (London time) on 6 August 2020) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the confirmation mentioned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Issue Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

(j) Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for each of the Placing Shares acquired by such Investor in such manner as shall be directed by Arden. In the event of any failure by an Investor to pay as so directed by Arden, the relevant Investor shall be deemed hereby to have appointed Arden or its nominee to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as so directed by Arden and to have agreed to indemnify on demand Arden in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

(k) Representations and warranties

By receiving this Announcement, each Investor and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of an Investor or authorising Arden to notify an Investor's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each of Arden, the Registrars and the Company that:

(i) the Investor has read and understood this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the trade confirmation issued by Arden to such Investor represent the whole and only agreement between the Investor, Arden and the Company in relation to the Investor's participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, Arden nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(ii) the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither Arden nor any person affiliated with Arden or acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by the Investor to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

(iii) the Investor has not relied on the Company, Arden or any person affiliated with the Company or Arden in connection with any investigation of the accuracy of any information contained in this Announcement or its investment decision;

(iv) in agreeing to acquire Placing Shares under the Placing, the Investor is relying on this Announcement and not on any draft thereof or other information or representation concerning the Group, the Placing or the Placing Shares. Such Investor agrees that neither the Company nor Arden nor their respective officers, directors, partners, consultants or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(v) Arden is not making any recommendations to Investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Placing, and the Investor acknowledges that its participation in the Placing is on the basis that it is not and will not be a client of Arden and that Arden is acting for the Company and no one else, that Arden will not be responsible to anyone else for the protections afforded to its clients, that Arden will not be responsible for anyone other than the Company for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangements or other matters referred to herein, and that Arden will not be responsible for anyone other than the relevant party under the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of Arden's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

(vi) save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Arden nor any of its directors or employees shall be liable to the Investor for any matter arising out of the role of Arden as the Company's broker or otherwise, and that where any such liability nevertheless arises as a matter of law the Investor will immediately waive any claim against Arden and any of its respective directors and employees which an Investor may have in respect thereof;

(vii) the Investor has complied with all applicable laws and the Investor will not infringe any applicable law as a result of its agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from the Investor's rights and obligations under the Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

(viii) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Investor lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Investor's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate: (a) its constitutional documents; or (b) any agreement to which the Investor is a party or which is binding on the Investor or its assets;

(ix) it understands that no action has been or will be taken in any jurisdiction by the Company, Arden or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required; and that, if the Investor is in a relevant EEA member state, it is: (i) a Qualified Investor; (ii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation or other applicable laws; or (iii) in the case of any Placing Shares acquired by the Investor as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, either: 

1. the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than Qualified Investors, or in circumstances in which the prior consent of Arden has been given to the placing or resale; or

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

(x) to the fullest extent permitted by law, the Investor acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;

(xi) the Placing Shares have not been and will not be registered under the Securities Act or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;

(xii) the Investor is, and at the time the Placing Shares are acquired will be, located outside the United States and eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S;

(xiii) the Investor is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act); 

(xiv) if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(xv) the Investor is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the Securities Act or any other United States federal or applicable state securities laws;

(xvi) the Company is not obliged to file any registration statement in respect of resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any state securities administrator;

(xvii) the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Investor, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

(xviii) the Investor invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares; 

(xix) the Investor has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Investor deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(xx) the Investor or, where the Investor is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

(xxi) there may be adverse consequences to the Investor under tax laws in other jurisdictions resulting from an investment in the Placing Shares and the Investor has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

(xxii) the Investor is not a resident of the United States, Canada, Australia, New Zealand the Republic of South Africa or Japan or any other Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions;

(xxiii) the Investor is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(xxiv) in the case of a person who confirms to Arden on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises Arden to notify such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;

(xxv) the Investor has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 ("Money Laundering Regulations 2017") and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that: (i) satisfactory evidence has been obtained and recorded by it to verify the identity of the third party; and (ii) arrangements have been entered into with the third party to obtain from the third party copies of any identification and verification data immediately on request as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Investor's allocation may be retained at Arden's discretion;

(xxvi) the Investor agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Arden and/or the Company may require proof of identity of the Investor and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Investor to produce any information required for verification purposes, Arden and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify Arden and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(xxvii) the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);

(xxviii) the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;

(xxix) if the Investor is in the UK, the Investor is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the Order; or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order; or (iii) is a person to whom this Announcement may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the Financial Conduct Authority Conduct of Business Rules;

(xxx) if the Investor is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex ll/Article 30 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;

(xxxi) each Investor in the UK or a relevant member state of the EEA who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of Arden and the Company that: (i) it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(e) of the Prospectus Regulation; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Regulation, or in other circumstances falling within Article 5(1) of the Prospectus Regulation and the prior consent of Arden has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state 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;

(xxxii) represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the Irish Takeover Code;

(xxxiii) in the case where the Investor confirms to Arden an agreement to acquire Placing Shares under the Placing on behalf of a third party, the terms on which the Investor (or any person acting on its behalf) is engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

(xxxiv) the exercise by Arden of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Arden need not have any reference to the Investor and shall have no liability to the Investor whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and the Investor agrees that it shall have no rights against Arden or any of its directors or employees under the Placing Agreement;

(xxxv) it irrevocably appoints any director of Arden as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;

(xxxvi) it will indemnify and hold the Company, Arden 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 paragraph and further agrees that the provisions of this paragraph will survive after completion of the Placing;

(xxxvii) Arden may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account and, except as required by applicable law or regulation, Arden will not make any public disclosure in relation to such transactions; and

(xxxviii) Arden and each of its respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Arden and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither Arden nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

The Company and Arden will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.

(l) Supply and disclosure of information

If any of Arden, the Registrars or the Company or any of their respective agents request any information about an Investor's agreement to acquire Placing Shares, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

(m) Miscellaneous

The rights and remedies of Arden, the Registrars and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them, and the exercise or partial exercise of one will not prevent the exercise of others.

(i) On application, each Investor may be asked to disclose, in writing or orally to Arden:

1. if he is an individual, his nationality; or

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

(ii) All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to Arden.

(iii) Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Investor has agreed to acquire have been acquired by such Investor.

(iv) These provisions may be waived, varied or modified as regards specific Investors or on a general basis by Arden.

(v) The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Arden, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

(vi) In the case of a joint agreement to acquire Placing Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such joint Investors' liability is joint and several.

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

(viii) The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

APPENDIX II

DEFINITIONS