Foresight Sust Regulatory News (FSF)

·

The Company intends to increase the size of the Portfolio by acquiring an imminent pipeline of 22 UK forestry and afforestation assets extending over more than 9,500 hectares, totaling c.£76.8 million of expected deployment (inclusive of tax and transaction costs) (the "Imminent Pipeline"). The Imminent Pipeline includes properties under exclusivity ("Exclusive Pipeline") and those where an exclusive option to buy agreement is in place (the "Option Pipeline").

·

The Company's Exclusive Pipeline includes 14 properties, spanning over 6,500 hectares and over £43.2 million of deployment opportunity (inclusive of tax and transaction costs), that all have headline terms agreed with the respective vendors and the Company has been granted an exclusivity period to complete its due diligence and conclude the transaction. By value, the Exclusive Pipeline is split between afforestation (63%) and mixed afforestation and standing forestry (37%) properties. All of the properties in the Exclusive Pipeline are located in Scotland. 

·

The Company's Option Pipeline includes an exclusive Option Agreement that FSF entered into with Foresight Inheritance Tax Fund ("FITF") for an additional eight forestry properties covering more than 3,000 hectares and equivalent to £33.7 million of deployment opportunity (inclusive of tax and transaction costs), valid until 31 December 2022 (as detailed in the Company's announcement on 3 May 2022). By value, the Option Pipeline is split between standing forestry (70%) and afforestation (25%) and mixed standing forestry and afforestation (5%) properties and is all located in Scotland (100%).

·

By value, the Imminent Pipeline is split between afforestation (46%), forestry (31%) and mixed forestry and afforestation assets (23%).

·

In addition to the Imminent Pipeline, the Company intends to further increase the size of the Portfolio by pursuing a longer list of further potential acquisition opportunities. These opportunities will include selective on-market standing forestry and afforestation opportunities. At the current time, there are 23 live on and off market opportunities that span over 14,500 hectares with over £73 million of deployment opportunity. Of this, 43% (by value) are afforestation opportunities, 35% are mixed standing forestry and afforestation opportunities and 19% are standing forestry opportunities.

·

Following the expansion of FSF's mapping activity since IPO, the Company has identified over 4,500 properties that potentially meet its afforestation criteria, covering an area in excess of 860,000 hectares, equivalent to over £10 billion of potential opportunity. This activity has driven a material boost to the Company's addressable market in the UK and provides confidence in FSF's ability to originate further attractive, off-market afforestation properties going forward.

·

The Company expects to have deployed the net proceeds of the Issue into the Imminent Pipeline and the Further Pipeline within a period of c. 6 months from the date of closing of the Issue.

·

As set out in the Prospectus, the Company intends to make use of a Revolving Credit Facility ("RCF") to further support Portfolio growth. Significant progress has been made by the Company in securing an RCF on favorable terms. A tender process has been completed and a preferred lender has been selected. The Company currently anticipates closing the RCF during the latter part of 2022.

·

From the Company's IPO in November 2021 to 31 March 2022, FSF delivered a total NAV return (unaudited) of 4.2%.

·

FSF's reported NAV (unaudited) as at 31 March 2022 was 104.2p per ordinary share.

·

As at 31 May 2022, FSF's share price total return from IPO had increased by 15.0% compared with 3.2% for the FTSE All Share.

Event

Date

Placing and Offer for Subscription open

14 June 2022

Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription

2.30 p.m. on 23 June 2022

Latest time and date for commitments under the Placing

3.00 p.m. on 23 June 2022

Announcement of results of the Issue

24 June 2022

Admission and dealing in New Ordinary Shares commence

8.00 a.m. on 28 June 2022

Foresight Sustainable Forestry Company Plc

Robert Guest

Richard Kelly

fsfc@foresightgroup.eu

+44 20 3667 8100

Jefferies International Limited

Neil Winward

Will Soutar

Harry Randall

+44 20 7029 8000

Citigate Dewe Rogerson

Toby Moore (toby.moore@citigatedewerogerson.com)

Jos Bieneman (jos.bieneman@citigatedewerogerson.com)

+44 7768 981 763

+44 7834 336 650

1.

Introduction

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme.

In the case of a joint application, references to you in these Terms and Conditions of Application are to each of you, and your liability is joint and several. Please ensure that you read these Terms and Conditions of Application in full before completing the Application Form.

If you apply for New Ordinary Shares under the Offer for Subscription, you will be agreeing with the Company, Computershare Investor Services PLC (the "Receiving Agent") to the Terms and Conditions of Application set out below.

The Application Form referred to in these Terms and Conditions of Application is available from the Company's website at fsfc.foresightgroup.eu.

2.

Offer to acquire New Ordinary Shares

2.1

Your application must be made on the Application Form available from the Company's website fsfc.foresightgroup.eu, or as may be otherwise published by the Company. By completing and delivering an Application Form, you, as the applicant, and, if you sign the Application Form on behalf of another person or a corporation, that person or corporation:

(a)

offer to subscribe for such number of New Ordinary Shares specified in Box 1 on your Application Form (or such lesser number for which your application is accepted) at the Issue Price (being 107 pence per New Ordinary Share) on the terms, and subject to the conditions, set out in these Terms and Conditions of Application and the Company's memorandum and articles of association;

(b)

agree that, in consideration of the Company agreeing that it will not, prior to the date of admission of the New Ordinary Shares to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities ("Admission"), offer for subscription such New Ordinary Shares to any person other than by means of the procedures referred to in these Terms and Conditions of Application, your application may not be revoked and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or in the case of delivery by hand on receipt by the Receiving Agent of, your Application Form;

(c)

undertake to pay the aggregate Issue Price for the number of New Ordinary Shares specified in your Application Form, and warrant that the remittance accompanying your Application Form will be honoured on first presentation and agree that if such remittance is not so honoured you will not be entitled to receive the share certificates for the New Ordinary Shares applied for in certificated form or be entitled to commence dealing in the New Ordinary Shares applied for in uncertificated form or to enjoy or receive any rights in respect of such New Ordinary Shares unless and until you make payment in cleared funds for such New Ordinary Shares and such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion and on the basis that you indemnify the Receiving Agent and the Company against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of your remittance to be honoured on first presentation) and the Company may (without prejudice to any other rights it may have) void the agreement to allot the New Ordinary Shares and may allot them to some other person, in which case you will not be entitled to any refund or payment in respect thereof (other than the refund by way of a cheque, in your favour, at your risk, for an amount equal to the proceeds of the remittance which accompanied your Application Form, without interest);

(d)

agree that where on your Application Form a request is made for New Ordinary Shares to be deposited into a CREST Account, the Receiving Agent may in its absolute discretion amend the form so that such New Ordinary Shares may be issued in certificated form registered in the name(s) of the holders specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST Account or in receiving your remittance in cleared funds);

(e)

agree, in respect of applications for New Ordinary Shares in certificated form (or where the Receiving Agent exercises its discretion pursuant to paragraph 2.1(d) above to issue New Ordinary Shares in certificated form), that any share certificate to which you or, in the case of joint applicants, any of the persons specified by you in your Application Form may become entitled (and any monies returnable to you) may be retained by the Receiving Agent:

(i)

pending clearance of your remittance;

(ii)

pending investigation of any suspected breach of the warranties contained in paragraph 6 below or any other suspected breach of these Terms and Conditions of Application; or

(iii)

pending any verification of identity which is, or which the Receiving Agent considers may be, required for the purpose of the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended (the "Money Laundering Regulations") from time to time and any other regulations applicable thereto;

(f)

agree, on the request of the Receiving Agent, to disclose promptly in writing to it such information as the Receiving Agent may request in connection with your application and authorise the Receiving Agent to disclose any information relating to your application which it may consider appropriate;

(g)

agree that, if evidence of identity satisfactory to the Receiving Agent is not provided to the Receiving Agent within a reasonable time (in the opinion of the Company) following a request therefor, the Company or the Receiving Agent may terminate the agreement with you to allot New Ordinary Shares and, in such case, the New Ordinary Shares which would otherwise have been allotted to you may be re-allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned to you by cheque in your favour without interest and at your risk;

(h)

agree that you are not applying on behalf of a person engaged in money laundering, drug trafficking or terrorism;

(i)

undertake to ensure that, in the case of an Application Form signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;

(j)

undertake to pay interest at the rate described in paragraph 3.3 below if the remittance accompanying your Application Form is not honoured on first presentation; and

(k)

authorise the Receiving Agent to procure that there be sent to you definitive certificates in respect of the number of New Ordinary Shares for which your application is accepted or if you have completed Box 3B on your Application Form, but subject to paragraph 2.1(d) above, to deliver the number of New Ordinary Shares for which your application is accepted into CREST, and/or to return any monies returnable by cheque in your favour without interest and at your risk;

(l)

confirm that you have read and complied with paragraph 8 of these Terms and Conditions of Application;

(m)

agree that all subscription cheques and payments will be processed through a bank account in the name of "CIS PLC re: Foresight OFS a/c" opened by the Receiving Agent:

(n)

agree that your Application Form is addressed to the Receiving Agent acting as agent for the Company.

3.11

Applicants choosing to settle via CREST, that is DVP, will need to match their instructions to the Receiving Agent's Participant Account 3RA49, by no later than 2.30 p.m. on 23 June 2022, allowing for the delivery and acceptance of the Ordinary Shares to be made against payment of the Issue Price per Ordinary Share, following the CREST matching criteria set out in the Application Form.

3.12

The Company reserves the right in its absolute discretion (but shall not be obliged) to accept applications for less than the minimum of 1,000 New Ordinary Shares.

4

Conditions

4.1

The contracts created by the acceptance of applications (in whole or in part) under the Offer for Subscription will be conditional upon, inter alia:

(a)

Admission occurring by not later than 8.00 a.m. on 28 June 2022 (or such later time or date, not being later than 30 June 2022, as the Company and Jefferies International Limited ("Jefferies") may agree); and

(b)

the placing and offer agreement between the Company, Foresight Group LLP (the "Investment Manager") and Jefferies dated 28 October 2021 becoming otherwise unconditional in all respects in relation to the Placing (save as to Admission of the New Ordinary Shares), and not being terminated in accordance with its terms before Admission becomes effective.

5

Return of Application Monies

Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest and after the deduction of any applicable bank charges by crossed cheque in your favour, by post at the risk of the person(s) entitled thereto or back to the bank where the funds originated from if payment is made by electronic transfer. In the meantime, application monies will be retained by the Receiving Agent in a separate non-interest bearing account.

6

Warranties

By completing an Application Form, you:

6.1

warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions of Application and undertake to enclose your power of attorney (or a complete copy certified by a solicitor or notary together with full identity documents for yourself);

6.2

warrant that you are not a US Person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), you are not located within the United States, you are acquiring the New Ordinary Shares in an offshore transaction meeting the requirements of Regulation S and are not acquiring the New Ordinary Shares for the account or benefit of a US Person;

6.3

warrant, if the laws of any territory or jurisdiction outside the United Kingdom are applicable to your application, that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company, Jefferies or the Receiving Agent, or any of their respective officers, agents or employees, acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Offer for Subscription in respect of your application;

6.4

confirm that (save for advice received from your financial adviser (if any)) in making an application you are not relying on any information or representations in relation to the Company and the New Ordinary Shares other than those contained in the Regulatory Information. You agree that the content of the Announcement (including these Terms and Conditions of Application) is exclusively the responsibility of the Company and that you have neither received nor relied on any information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company, the Investment Manager, Jefferies or any other person and none of the Company, the Investment Manager, Jefferies nor any other person will be liable for your decision to participate in the Offer for Subscription based on any other information, representation, warranty or statement which you may have obtained or received;

6.5

agree that, having had the opportunity to read the Announcement (including these Terms and Conditions of Application) you shall be deemed to have had notice of all information and representations contained therein;

6.6

acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager, Jefferies or the Receiving Agent;

6.7

acknowledge that the KID relating to the New Ordinary Shares to be issued pursuant to the Offer for Subscription prepared by the Company in connection with the New Ordinary Shares pursuant to the UK version of Regulation (EU) No 1286/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time (the "UK PRIIPs Laws") can be provided to you in paper form or by means of a website, but that where you are applying under the Offer for Subscription directly and not through an adviser or other intermediary, unless requested in writing otherwise, the lodging of an Application Form represents your consent to being provided the KID via the website at fsfc.foresight.eu or on such other website as has been notified to you. Where your application is made on an advised basis or through another intermediary, the terms of your engagement should address the means by which such KID will be provided to you;

6.8

acknowledge and agree that the procedures for calculating the risks, costs and potential returns as set out in the KID relating to the New Ordinary Shares are prescribed by the UK PRIIPs Laws and the information contained in the KID may not reflect the expected returns for the Company, and that anticipated performance returns cannot be guaranteed;

6.9

warrant that you are not under the age of 18 on the date of your application;

6.10

agree that all documents and monies sent by post to, by or on behalf of the Company, or the Receiving Agent, will be sent at your risk and, in the case of documents and returned application cheques and payments to be sent to you, may be sent to you at your address (or, in the case of joint holders, the address of the first named holder) as set out in your Application Form;

6.11

confirm that you have reviewed the restrictions contained in paragraph 8 of these Terms and Conditions of Application below and warrant, to the extent relevant, that you (and any person on whose behalf you apply) comply or have complied with the provisions therein;

6.12

agree that, in respect of those New Ordinary Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Company's register of members;

6.13

agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer for Subscription and any non-contractual obligations arising under or in connection therewith shall be governed by and construed in accordance with English law and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts or non-contractual obligations in any other manner permitted by law or in any court of competent jurisdiction;

6.14

irrevocably authorise the Company, or the Receiving Agent or any other person authorised by any of them, as your agent, to do all things necessary to effect registration of any New Ordinary Shares subscribed by or issued to you into your name and authorise any representatives of the Company and/or the Receiving Agent to execute any documents required therefor and to enter your name on the register of members of the Company;

6.15

agree to provide the Company and Receiving Agent with any information which they may request in connection with your application or to comply with any other relevant legislation (as the same may be amended from time to time) including without limitation satisfactory evidence of identity to ensure compliance with the Money Laundering Regulations;

6.16

agree that the Receiving Agent is acting for the Company in connection with the Issue and for no one else and that it will not treat you as its customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of New Ordinary Shares or concerning the suitability of New Ordinary Shares for you or be responsible to you for providing the protections afforded to its customers;

6.17

warrant that no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended from time to time, and to applicable regulations thereunder ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code. In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

6.18

warrant that, in connection with your application, you have observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action which will or may result in the Company, Jefferies or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your application;

6.19

warrant that the information contained in your Application Form is true and accurate and agree that if you request that New Ordinary Shares are issued to you on a date other than Admission and such New Ordinary Shares are not issued on such date that the Company and its agents and Directors will have no liability to you arising from the issue of such New Ordinary Shares on a different date.

7

Money Laundering

7.1

You agree that, in order to ensure compliance with the Money Laundering Regulations, the Proceeds of Crime Act 2002 and any other applicable regulations, the Receiving Agent may at its absolute discretion require verification of identity of you (the "holder(s)") as the applicant lodging an Application Form and further may request from you and you will assist in providing identification of:

·

the owner(s) and/or controller(s) (the "payor") of any bank account not in the name of the holder(s) on which is drawn a payment by way of banker's draft or cheque; or

·

where it appears to the Receiving Agent that a holder or the payor is acting on behalf of some other person or persons.

7.2

Any delay or failure to provide the necessary evidence of identity may result in your application being rejected or delays in crediting CREST accounts or the despatch of documents.

7.3

Without prejudice to the generality of this paragraph 7, verification of the identity of holders and payors will be required if the value of the New Ordinary Shares applied for, whether in one or more applications considered to be connected, exceeds €10,000 (or the Sterling equivalent). If you use a building society cheque or banker's draft you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the cheque or banker's draft and adds its stamp.

7.4

If, in such circumstances, the person whose account is being debited is not a holder you will be required to provide for both the holder and the payor an original or a copy of that person's passport or driving licence certified by a solicitor and an original or certified copy of the following no more than three months old, a gas, electricity, water or telephone (not mobile) bill, a recent bank statement or a council tax bill, in their name and showing their current address (which originals will be returned by post at the addressees' risk) together with a signed declaration as to the relationship between the payor and you the holder.

7.5

For the purpose of the Money Laundering Regulations a person making an application for New Ordinary Shares will not be considered as forming a business relationship with the Company or the Receiving Agent but will be considered as effecting a one-off transaction with either the Company or with the Receiving Agent. Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company and the Receiving Agent from the applicant that the Money Laundering Regulations will not be breached by the application of such remittance.

7.6

The person(s) submitting an application for Ordinary Shares will ordinarily be considered to be acting as principal in the transaction unless the Receiving Agent determines otherwise, whereupon you may be required to provide the necessary evidence of identity of the underlying beneficial owner(s). Whilst the Receiving Agent may carry out checks on any application, they are usually only performed when dealing with application values above a certain threshold, commonly referred to as the anti-money laundering threshold which is €10,000 (or the Sterling equivalent).

8

Overseas Investors

8.1

The Offer for Subscription is only being made in the United Kingdom. If you receive a copy of this document or an Application Form in any territory other than the United Kingdom you may not treat it as constituting an invitation or offer to you, nor should you, in any event, use an Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to you or an Application Form could lawfully be used without contravention of any registration or other legal requirements. It is your responsibility, if you are outside the United Kingdom and wish to make an application for New Ordinary Shares under the Offer for Subscription, to satisfy yourself as to full observance of the laws of any relevant territory or jurisdiction in connection with your application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

None of the New Ordinary Shares have been or will be registered under the laws of Canada, Japan, Australia, the Republic of South Africa or under the U.S. Securities Act or with any securities regulatory authority of any state or other political subdivision of the United States, Canada, Japan, Australia or the Republic of South Africa. If you subscribe for New Ordinary Shares you will, unless the Company and the Receiving Agent agree otherwise in writing, be deemed to represent and warrant to the Company that you are not a U.S. Person or a resident of Canada, Japan, Australia, the Republic of South Africa or a corporation, partnership or other entity organised under the laws of the U.S. or Canada (or any political subdivision of either) or Japan or Australia or the Republic of South Africa and that you are not subscribing for such New Ordinary Shares for the account of any U.S. Person or resident of Canada, Japan, Australia or the Republic of South Africa and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the New Ordinary Shares in or into the United States, Canada, Japan, Australia or the Republic of South Africa or to any U.S. Person or person resident in Canada, Japan, Australia or the Republic of South Africa. No application will be accepted if it shows the applicant, payor or a holder having an address other than in the United Kingdom.

9

Data Protection

9.1

Each applicant acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679, the UK version of the General Data Protection Regulation (EU) 2016/679 as incorporated into UK law by the European Union (Withdrawal) Act 2018, as such may be varied, amended or replaced from time to time, and regulatory requirements in the United Kingdom and/or the EEA, as appropriate (the "DP Legislation") the Company, the Investment Manager and/or the Receiving Agent hold their personal data.

9.2

The Company, the Investment Manager and the Receiving Agent will process such personal data at all times in compliance with DP Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the "Purposes") which is available for consultation on the Company's website: fsfc.foresightgroup.eu (the "Privacy Notice")

9.3

Any sharing of personal data between parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Notice.

9.4

In providing the Company, the Investment Manager and/or Receiving Agent with personal data, the applicant hereby represents and warrants to the Company, the Investment Manager and the Receiving Agent that: (1) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and (2) where consent is legally competent and/or required under DP Legislation, the applicant has obtained the consent of any data subject to the Company, the Investment Manager and the Receiving Agent and their respective affiliates and group companies, holding and using their personal data for the purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purposes).

9.5

Each applicant acknowledges that by submitting personal data to the Company, the Investment Manager or Receiving Agent (acting for and on behalf of the Company) where the applicant is a natural person, he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Privacy Notice.

9.6

Each applicant acknowledges that by submitting personal data to the Company, the Investment Manager or the Receiving Agent (acting for and on behalf of the Company) where the applicant is not a natural person, it represents and warrants that:

(a)

it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the applicant may act or whose personal data will be disclosed to the Company as a result of the applicant agreeing to subscribe for New Ordinary Shares under the Offer for Subscription;

(b)

the applicant has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company; and

(c)

where the applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Offer for Subscription:

(i)

comply with all applicable data protection legislation;

(ii)

take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(iii)

if required, agree with the Company, the Investment Manager and the Receiving Agent (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(iv)

Immediately on demand, fully indemnify the Company, the Investment Manager and the Receiving Agent (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Investment Manager and/or the Receiving Agent in connection with any failure by the applicant to comply with the provisions set out above.

10

Miscellaneous

10.1

The rights and remedies of the Company and the Receiving Agent under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to either of them and the exercise or partial exercise of one will not prevent the exercise of others.

10.2

The Company reserves the right to shorten or extend the closing time of the Offer for Subscription from 2.30 p.m. on 23 June 2022 (provided that the closing time of the Offer for Subscription shall not be extended to a date later than 1 August 2022) by giving notice to the London Stock Exchange. The Company will notify investors via a Regulatory Information Service and any other manner, having regard to the requirements of the London Stock Exchange.

10.3

The Company may terminate the Offer for Subscription in its absolute discretion at any time prior to Admission. If such right is exercised, the Offer for Subscription will lapse and any monies will be returned to the applicant as indicated without interest and at the applicant's risk.