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Placing to raise £16.75 million

3 Jun 2016 07:00

RNS Number : 1062A

Goals Soccer Centres PLC

03 June 2016

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

For immediate release

3 June 2016

Goals Soccer Centres plc

Placing to raise £16.75 million

and

Strategic review completed

Goals Soccer Centres plc (AIM: GOAL)("Goals", the "Company" and, together with its subsidiary undertakings, the "Group"), the market leader in outdoor small-sided soccer centres with 47 sites, including one in California, USA, today announces the conclusion of its strategic review and that it has conditionally raised approximately £16.75 million (before expenses) through a placing (the "Placing") of 16,750,000 new Ordinary Shares (the "Placing Shares") at a price of 100 pence per share (the "Placing Price").

Business update

Goals has now completed an in-depth review of the Group's business and operations and has, as a result, developed a detailed strategic plan for the Group going forward, that it is intended will help strengthen the Group's market leading position, improve ROCE and increase value for shareholders over the longer term.

· The short term priorities as set out in March 2016 have now been completed, being:

o appointment of a new Chief Executive Officer;

o appointment of new Non-Executive Directors;

o completion of a strategic business review;

o develop overall investment case;

o completion of a US business plan; and

o beginning a near term operational improvement plan.

Strategic review highlights

· Four strategic priorities have now been set, including:

o Grow and innovate the UK core estate - through refurbishment of the existing buildings to a new upgraded brand format and accelerating the Arena modernisation programme and introducing new innovative technology to enhance the customer experience;

o Develop new capabilities and move ahead of competitors - through developing value added propositions aimed at underdeveloped growth segments, relaunching quality offering for advanced booked customers, upgrading IT systems to achieve deeper digital connectivity and refreshing and reinvigorating the operating environment;

o International expansion of centres and brand - through exploiting our early mover advantage in California, with a centre to be opened in Pomona, Los Angeles in H2 2016, investigating market potential to leverage the Goals brand in Asia and explore other regions for market entry through capital efficient routes; and

o Unlock underlying asset potential - through the development of additional revenue generating lines of business, explore development potential across the property estate and remain open to potential accretive, complementary business opportunities.

· Following the conclusion of the strategic business review, the new aim is to improve ROCE and increase value for shareholders, through both capital and income growth, as a result the Board is aiming to achieve:

o Targeted EBITDA returns:

§ 30 per cent. on the arena modernisation.

§ 15 per cent. on clubhouse refurbishment.

§ 20 per cent. on committed US pilot.

o Strong and secure balance sheet with net debt/EBITDA ratio managed below 2.5x.

o Earnings per share growth.

o Increased shareholder returns through an uplift in equity value and a return to paying dividends in 2017 when the balance sheet recovers.

Placing highlights

· £16.75 million (before expenses) to be raised through a placing of 16,750,000 new Ordinary Shares at a price of 100 pence per share.

· The net proceeds of the Placing will be used by the Company to primarily fund the following strategic priorities: (i) arena modernisation catch-up programme; (ii) clubhouse refurbishment programme; (iii) committed US pilot site; and (iv) deleverage the balance sheet.

· The Placing is conditional upon, amongst other things, Shareholder approval which will be sought at the general meeting of the Company to be held at The Soho Hotel, 4 Richmond Mews, London, W1D 3DH at 10:00 a.m. on 22 June 2016.

· Canaccord Genuity Limited is acting as nominated adviser, broker and sole bookrunner (the "Bookrunner") in connection with the Placing.

Details of the Placing

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").

Under the terms of the Placing, the Bookrunner has today conditionally placed 16,750,000 Placing Shares at the Placing Price with existing and new institutional investors.

The Placing Shares, when issued, will represent approximately 28.6 per cent. of the Company's existing issued share capital. The Placing Price of 100 pence per share represents a discount of approximately 3.4 per cent. to the closing mid-market price of 103.5 pence per Ordinary Share on 2 June 2016 being the latest practicable date prior to the publication of this Announcement.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.25 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission").

Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 23 June 2016. The Placing is conditional, among other things, the Resolution required to implement the Placing being duly passed by the shareholders of the Company at the General Meeting proposed to be held at The Soho Hotel, 4 Richmond Mews, London W1D 3DH at 10:00 a.m. on 22 June 2016 and upon Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Bookrunner (the "Placing Agreement") not being terminated in accordance with its terms.

A circular (the "Circular") containing, amongst other things, the notice of the General Meeting is expected to be published by the Company later today. An extract from the Circular is set out below.

Recommendation

The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 5,442,201 existing Ordinary Shares, representing approximately 9.31 per cent. of the current issued share capital.

Enquiries:

Goals Soccer Centres plc	01355 234 800
Nick Basing, Chairman Bill Gow, Interim Managing Director & Finance Director
Canaccord Genuity Limited (Nominated adviser, broker and sole bookrunner)	020 7523 8350
Bruce Garrow Chris Connors Richard Andrews
Instinctif Partners	020 7457 2020
Matthew Smallwood Guy Scarborough

The Appendices set out further information relating to the Placing and the terms and conditions of the Placing.

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

Extract from the Circular

1. Summary of Goals Soccer Centres PLC

Goals is a leading small-sided football business with 46 centres across the United Kingdom and one in California, USA. Football is the most popular sport in the UK and SSF continues to grow in popularity with almost twice as many regular players as 11-a-side football, according to The Football Association.

Recreational SSF represented £26.9m of the Group's revenue in FY 2015, which is equivalent to 81.0 per cent. of total sales.

The Company has been a key pioneer of the SSF league and casual game in the UK enabling it to form strong partnerships with key industry participants including The FA. SSF is now fully recognised and supported by The FA and all Goals' centres in England are FA accredited.

Goals operates a highly cash generative and robust business model, with a strong brand presence. Its historical success and growth has been underpinned by four key business strengths, which remain valid: (i) excellent and relevant locations; (ii) significant structural market growth; (iii) the market leader in the UK with US centre roll-out potential; and (iv) a cash generating business model.

1.1. Excellent and relevant locations

All of the Company's centres are situated within or near to high density populations, are highly accessible and provide SSF flood lit arenas, comfortable and relaxing facilities, as well as bar, showering and parking facilities.

Goals has a large national coverage of 46 centres throughout the UK, with a total of 480 arenas, 428 of which are 5-a-side arenas, making it the largest SSF operator in the UK.

Goals has built a strong and robust centre portfolio with 15 of its 46 UK centres located within the densely populated Greater London area, and the remaining 31 centres spread across the UK, in large conurbations providing a strong national coverage. Goals most recently opened two new centres in Manchester and Doncaster, in H1 2015.

Goals opened its first non-UK centre, based in Los Angeles, in 2010. This is now an established and growing operator within the California soccer market.

1.2. Significant structural market growth

SSF has grown significantly since its formation in the late 1980s and now has over twice as many regular players as 11-a-side football. The main drivers of this growth have been the dynamic nature of the game and convenience, convenient facilities, no significant time commitment and ease of organising a team. It has also been aided by the increasing popularity of the sport, driven by the increasing "commercialisation" of football through TV rights and enhanced TV coverage.

There has also been an increase in sports participation aided by a national shift in the promotion of Health and Wellbeing across the UK, with the UK government most notably setting up The Health and Wellbeing Directorate of Public Health England which is publicly promoting the benefits of health and wellbeing to the general public.

1.3. Market leader in the UK with US centre roll-out potential

Goals has been a key pioneer of the SSF league and casual game in the UK and has built a dominant position within the SSF sector, with its 480 arenas constituting a 50 per cent. Market share of the branded SSF pitches in England.

As a result of increased competition from independently managed AGPs, the Company currently has no plans to open additional centres in the UK for the foreseeable future and is focussed on a strong investment programme to modernise its existing centres in order to maintain its premium market positioning and drive future growth, as outlined in paragraph 2 below.

To support its sites the Company has made a significant investment into a digital App which allows players to organise games and tournaments whilst also monitoring league rankings and send messages between players.

California is the largest soccer market in the US, with approximately 2 million participants and the Directors believe that it provides an exciting opportunity for the Company. Goals' US centre, situated in Los Angeles, is one of Goals' top performing centres, and has consistently increased sales growth since its opening in 2010. In 2015, it grew sales by 8 per cent. to £1.2 million and generated £0.6 million EBITDA. The Directors believe the success of this centre has proven the US centre roll-out potential and Goals is contractually committed to open a further site in Pomona, Los Angeles, which is due to open in H2 2016.

1.4. Cash generating business model

Goals has an established cash generative business model with all centres opened prior to 2015 being profitable in 2015 and to date in 2016.

As a pioneer in the sector with a strong brand presence, Goals has a high level of recurring revenue from football income which is driven by strong customer loyalty and high repeat play.

The Company has secured long length leases often in partnership with schools or local authorities, that have an average length of over 50 years and low average rents. As a result of its low fixed cost base the Company generates high margins. In FY 2015, Goals generated a gross profit margin of approximately 89 per cent., with an average EBITDA margin per UK centre of approximately 45 per cent.

2. Background to and reasons for the Placing

In FY 2015, Group sales totaled £33.0m generating an EBITDA of £11.8m and an underlying profit

before tax of £8.3m. The Group's financial performance was underpinned by net assets of £72.7m and

a long term non-amortising bank facility with Bank of Scotland of £42.5m. Net debt as at 31 December

2015 was £36.7m.

As announced on 14 March 2016, after 14 years of sales and EBITDA growth, sales in FY 2015 declined by 4.9 per cent., a 6.3 per cent. decrease on a like-for-like basis. The Directors believe that several key factors were responsible for this sales decline, being a combination of long term headwinds as well as short term issues.

The Group has suffered from long periods of site under-investment which has restricted the

modernisation of existing centres, due largely to legal commitments to invest in new centres alongside a need to deleverage the balance sheet. This has resulted in 14 centres (31 per cent. of UK centres) having an average pitch age of 9 years or older, compared to an expected life of 10 years and 70 per cent. of pitches aged 6 years or older.

This under-investment has taken place during a period of increased competition, as significant growth in independently managed AGPs has increased the supply of pitches within the market, coupled with greater competition from an expansion of league operators.

The short term issues included adverse weather conditions during key trading periods, a 50 per cent. increase in centre management turnover in H2 2015 principally due to increased competition for staff and discounting implemented in order to increase volume resulted in a decline in casual football yields.

In response, I was appointed to the Board as Deputy Chairman in November 2015, and subsequently as Executive Chairman in March 2016, in order to deliver sustainable growth for shareholders over the medium to long term, through improved returns on capital, earnings per share growth and ensuring a strong and secure balance sheet.

In March 2016 as incoming Chairman, I outlined the six key short term priorities of the Company, being the appointment of a new Chief Executive Officer and new Non-Executive Directors, the completion of an in-depth strategic business review, the development of an overall investment case, completion of the US business plan and the implementation of a near term operational improvement plan. These have now all been achieved or implemented.

2.1. Near-term operational improvement plan

As announced on 5 May 2016, the Company was pleased to report that trading had improved in the first 18 weeks of the year with like-for-like sales recovering to being only marginally negative compared to the 12 per cent. like-for-like UK sales decline experienced in H2 2015. This improvement can be attributed to initial actions taken by management to help short term trading, including a strong January marketing campaign and operational improvements, as well as more favourable weather conditions.

2.2. Board appointments

As announced on 5 May 2016, we have strengthened the Board with the key appointments of Scott Lloyd and Christopher Mills as Non-Executive Directors.

Scott Lloyd

Scott founded Next Generation Clubs in 1997 having identified the opportunity to innovate and re-define premium, large scale, family-orientated sports and leisure facilities. Following a successful period of roll out within Next Generation, Scott led the management buy-out of David Lloyd Leisure from Whitbread Plc and formally merged David Lloyd Leisure with Next Generation Clubs to create the David Lloyd Leisure Group. In 2013, David Lloyd Leisure Group was sold to TDR Capital for approximately £750m, where Scott performs the role of Non-Executive Deputy Chairman.

Christopher Mills

Christopher is a highly experienced Board representative holding a number of Non-Executive Director positions across a range of companies. He founded Harwood Capital Management in 2011, a successor from J O Hambro Capital Management, which he co-founded in 1993. He is Chief Executive and investment manager of North Atlantic Smaller Companies Investment Trust plc and Chief Investment Officer of Harwood Capital LLP. More recently and as announced on 27 May 2016 and 31 May 2016, we have made further key appointments to the Board with Mark Jones and Michael Bolingbroke joining as Chief Executive Officer and Non-Executive Director, respectively.

Mark Jones

Mark is a very experienced and exceptional operator of multi-site leisure businesses and joins from Rank Group plc, where he was Managing Director of Grosvenor Casinos, the largest casino business by locations and revenue in the UK since 2014, in addition to sitting on the company's Executive Committee. Prior to this, he held numerous senior roles within the leisure industry, including being the Managing Director of Mecca Bingo, Chairman and Chief Executive Officer of Premium Bars and Restaurants, Chief Executive Officer of Yates Group and various roles within Whitbread PLC. Mark will join the Board on 1 July 2016.

Michael Bolingbroke

Michael brings a wealth of football industry experience and knowledge to the Company. He is currently Chief Executive Officer of Inter Milan S.p.A. one of the world's leading football clubs competing in the top tier Italian Serie A league, which he joined in 2014. At Inter Milan, Michael has established a business culture and commercial strategy which has led to increases in both revenues and EBITDA, as well as significantly expanding the club's international fan base. Prior to joining Inter Milan, he was Chief Operating Officer of UK Premier League football club Manchester United F.C. from 2007, where as part of his role he oversaw day-to-day management and operations of the club including venue operations and facility development. Michael will join the Board on 13 June 2016.

3. Use of proceeds

It is the intention of the Board that the net proceeds of the Placing will be supplemented by a contribution from the free cash flows of the business and invested to achieve the strategic priorities

outlined above, specifically:

• £3.5m to be invested in an arena modernisation catch-up programme

A catch up programme is being immediately implemented with 25 centres scheduled to be modernised between July and October 2016. This refurbishment will include the playing surfaces for 55 5-a-side, four 7-a-side pitches and one full size pitch to be replaced with the highest quality twin stripe 5G artificial turfs. All new pitches will have shockpads installed under the playing surface to help extend the pitch life and increase the game quality, alongside new LED floodlights to further enhance the player experience and decrease lighting costs. Furthermore 14 7-a-side pitches will be created through the conversion of 28 5-a-side pitches, to meet increased demand.

The pitch age profile will significantly improve upon the above investment with 30 per cent of pitches less than 1 year old, 41 per cent less than 2 years old and 46 per cent less than 3 years old.

In addition to the £3.5m catch-up investment, £1.6m has been committed to be spent on Arena modernisation in 2016.

• £7.9m to be invested in a clubhouse refurbishment programme

A new brand vision has been developed, in conjunction with McCann and a "2020" CLUB concept will be retrofitted to upgrade the estate to enhance Goals' market leading position. Selected, higher potential centres will be significantly redesigned and facilities relaunched to drive enhanced returns.

All centres will benefit from the refurbishment and remodelling of reception and changing areas, new signage to increase local penetration, upgraded cafe facilities, external improvements and the utilisation of unused space.

The new CLUB concept will be fully introduced at 2 pilot centres in the third quarter of FY 2016 and then rolled out across the remainder of the estate over the next two years.

• £2.6m to be invested in a committed US pilot

Goals' centre in Southgate, Los Angeles is one of the Company's top performing centres. The Directors believe that this demonstrates the existence of market demand as well as providing the Company with significantly improved understanding and insight into the Los Angeles market.

To help drive the US opportunity, and as announced on 14 March 2016, Keith Rogers stepped down from his role of Group CEO in February 2016 to take up the position of President for the US operation.

Goals is contractually committed to a new pilot site in Pomona, Los Angeles, which is due to open in December 2016. Pomona has been fully costed at £2.6m; £0.25m has been spent to date with the remainder to be paid by the end of 2016.

A new centre concept has been developed for the US, refining the design of the Southgate

centre, with ten arenas and a new clubhouse format.

There is an advanced pipeline of four additional potential centres, all situated in the greater Los Angeles area. However, no further centres will be committed to until target returns at Pomona are meeting our expectations.

• Balance sheet

Due to the decline in EBITDA in FY 2015, the Group is currently trading at its net debt (total debt less cash) to EBITDA covenant level of 3.0x. The Board has set out as a key performance indicator in the strategic review that net debt to EBITDA should structurally be under 2.5x. As a result of the Placing the net debt to EBITDA ratio will fall from 3.0x at the end of the first quarter of FY 2016 to 1.6x at end of the second quarter of FY 2016.

4. Current trading and outlook

The Company announced on 5 May 2016 that like-for-like sales for the first 18 weeks of the year were marginally negative compared to minus 12 per cent. like-for-like UK sales growth experienced in H2 2015. The Board can now report that trading for the first 21 weeks is tracking that same improved trend with like-for-like sales marginally negative.

5. Directors' participation

Certain Directors of the Company have agreed to subscribe for, in aggregate, 165,000 Placing Shares at the Placing Price. The disclosable interests of each Director subscribing for Placing Shares are set out below:

	Number of Ordinary Shares currently held	Percentage of voting Ordinary Shares	Placing Shares to be subscribed	Shareholding immediately following completion of the Placing	Percentage of voting Ordinary Shares following completion of the Placing
Nicholas Basing	-	-	100,000	100,000	0.1
William Gow	1,119,845	1.9	25,000	1,144,845	1.5
Scott Lloyd	-	-	40,000	40,000	0.1

Christopher Mills, was appointed to the Board on 5 May 2016, and is a director and member of Harwood Capital LLP. Harwood Capital LLP, as agent for and on behalf of its discretionary managed clients has agreed to subscribe for 3,730,000 Placing Shares at the Placing Price. Harwood Capital LLP will have a Shareholding immediately following the completion of the placing of 14,000,000 and its percentage of voting Ordinary Shares following the completion of the Placing will be 18.6 per cent.

Mark Jones, who joins the Board as Chief Executive Officer on 1 July 2016, has agreed to subscribe

for 50,000 Placing Shares at the Placing Price. His Shareholding immediately following the completion of the Placing is 50,000 and his percentage of voting Ordinary Shares following the completion of the Placing will be 0.1 per cent.

6. Related Party Transaction

Under the AIM Rules, a non pre-emptive issue of shares to a related party which exceeds a specified percentage in any of the class tests under the AIM Rules is subject to certain disclosure requirements. Due to its holding of over 10 per cent. of the Company's voting Ordinary Shares, the proposed participation in the Placing by Harwood Capital LLP as agent for and on behalf of its discretionary managed clients (which has previously notified the Company that the aggregate holding of these clients was 10,270,000 Ordinary Shares, representing approximately 17.6 per cent. of the Company's voting Ordinary Shares), is deemed a transaction with a related party under the AIM Rules. Harwood Capital LLP, as agent for and on behalf of its discretionary managed clients, has agreed conditionally to subscribe for up to 3,730,000 Placing Shares under the Placing, such that it would hold approximately 18.6 per cent. of the voting Ordinary Shares immediately following the Placing. The Directors of the Company consider, having consulted with Canaccord Genuity, the Company's Nominated Adviser, that the terms of Harwood Capital LLP participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2.1(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AND (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN GOALS SOCCER CENTRES PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Canaccord Genuity Limited is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and the Bookrunner will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its 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 therefor is expressly disclaimed.

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

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

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

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

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2.1(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AND (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

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

By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(1)(E) of the Prospectus Directive; and(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale; or(ii) 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 Directive as having been made to such persons; and

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

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

5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.25 pence each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not for a period of six months after (but including) Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or before 8.00 a.m. on 23 June 2016 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1. The Bookrunner is acting as nominated adviser, broker and sole bookrunner to the Placing, as agent for and on behalf of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.

3. The price per Placing Share (the "Placing Price") is a fixed price of 100 pence and is payable to the Bookrunner (as agent for the Company) by all Placees.

4. Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner and a contract note will be despatched as soon as possible thereafter. The Bookrunner's oral confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Bookrunner. The terms of this Appendix will be deemed incorporated in that contract note.

6. Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted.

7. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

9. 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".

10. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

11. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

12. To the fullest extent permissible by law, neither: (a) the Bookrunner, (b) any of its affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the Bookrunner.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00B0486M37) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 23 June 2016 (the "Settlement Date") in accordance with the contract notes. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a) the Resolution having been duly passed (without amendment) at the General Meeting (or at any adjournment thereof);(b) the Company complying with its obligations and having satisfied all conditions under the Placing Agreement to the extent that they fall to be performed on or before Admission;(c) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and(d) Admission having become effective at or before 8.00 a.m. on 23 June 2016 or such later time as the Bookrunner may agree with the Company (being not later than 8.00 a.m. on 18 July 2016),

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (d) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company or any director thereof, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a) it shall come to the attention to the Bookrunner that any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing has become untrue, inaccurate or misleading in any material respect or any matter has arisen which would, if this Announcement or such other documents were issued at that time, constitute a material omission from this Announcement or such other documents;(b) it shall come to the attention to the Bookrunner that any of the warranties given to it was untrue, inaccurate or misleading when made and/or any of the warranties have ceased to be true or accurate or has become misleading in each case by reference to the facts and circumstances subsisting at that time;(c) the Company has not complied or cannot comply with any of its material obligations under the Placing Agreement or otherwise relating to the Placing and Admission;(d) there has, in the opinion of the Bookrunner (acting in good faith), been a material adverse change; or(e) in the opinion of the Bookrunner (acting in good faith), there has been a force majeure event.

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

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Bookrunner of a contract note confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;

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

4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

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

6. (a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither the Bookrunner, nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

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

8. it is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, Japan or the Republic of South Africa;

9. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

10. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as the Bookrunner determines;

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

(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;(b) has fully observed such laws and regulations;(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

12. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

13. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

14. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

15. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

16. it understands that: (a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; (b) no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares; and (c) it will not deposit the Placing Shares in a depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

17. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a) in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or(b) pursuant to another exemption from registration under the Securities Act, if available,

and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

18. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

19. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

20. none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

21. it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares;

22. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

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

24. the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

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

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

27. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

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

29. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by the Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

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

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

33. neither the Bookrunner, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

34. the Bookrunner and its affiliates, 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, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner 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;

35. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

36. in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

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

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

39. it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose 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 for which it agrees to subscribe or purchase upon the terms of this Announcement;

40. the Company, the Bookrunner and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

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

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

43. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;

44. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

45. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

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

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

The Bookrunner is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and the Bookrunner will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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

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

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

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

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

DEFINITIONS

In this Announcement, the following expressions have the following meanings, unless the context requires otherwise:

"Act"	the Companies Act 2006
"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AGP"	Artificial Grass Pitches
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies as published by the London Stock Exchange, as amended from time to time
"Board" or "Directors"	the board of directors of the Company or any duly authorised committee thereof
"Canaccord Genuity"	Canaccord Genuity Limited
"Company" or "Goals"	Goals Soccer Centres plc, a company incorporated and registered in Scotland under the Act with registered number SC202545
"Circular"	the circular to be published by the Company in connection with the Placing
"CREST"	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"Enlarged Issued Share Capital"	the enlarged issued ordinary share capital of the Company immediately following Admission
"FCA"	the United Kingdom Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"FY 2015"	the financial year of the Group ending 31 December 2015
"H1 2015"	the six months ended 30 June 2015
"H2 2015"	the six months ended 31 December 2015
"FY 2016"	the financial year of the Group ended 31 December 2016
"General Meeting"	the general meeting of the Company to be convened at The Soho Hotel, 4 Richmond Mews, London W1D 3DH for 10:00 a.m. on 22 June 2016 (or any adjournment thereof) at which the Resolution will be proposed
"Issued Share Capital"	the issued ordinary share capital of the Company as at 2 June 2016, being the latest practicable date prior to the publication of this Announcement, being 58,465,060 Ordinary Shares
"London Stock Exchange"	London Stock Exchange plc
"Notice of General Meeting"	the notice of the General Meeting to be set out in the Circular
"Ordinary Shares"	ordinary shares of 0.25 pence each in the capital of the Company
"Placing"	the conditional placing of the Placing Shares, by the Bookrunner as agent for and on behalf of the Company, at the Placing Price pursuant to the terms of the Placing Agreement
"Placing Agreement"	the conditional agreement dated 3 June 2016 between the Company and the Bookrunner relating to the Placing
"Placing Price"	100 pence per Placing Share
"Placing Shares"	the 16,750,000 new Ordinary Shares to be issued pursuant to the Placing
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolution"	the resolution to be proposed at the General Meeting and to be set out in the Notice of General Meeting
"ROCE"	return on capital employed
"Securities Act"	the United States Securities Act of 1933, as amended
"Shareholder"	a holder of Ordinary Shares
"SSF"	small sided football
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUUAORNNANRUR

Date		Source	Headline
26th Sep 2019	12:00 pm	RNS	Circular to shareholders re Rule 2.11
24th Sep 2019	5:08 pm	RNS	Form 8.3 - Goals Soccer Centres plc
24th Sep 2019	4:11 pm	RNS	Form 8.3 - Goals Soccer Centres Plc
24th Sep 2019	2:43 pm	RNS	Form 8.3 - Goals Soccer Centres Plc/Sports Direct
24th Sep 2019	2:12 pm	RNS	Form 8.3 - Goals Soccer Centres plc
24th Sep 2019	1:49 pm	RNS	Form 8.3 - [Goals Soccer Centres plc]
24th Sep 2019	12:51 pm	RNS	Form 8.3 - Goals Soccer Centres PLC
24th Sep 2019	11:40 am	GNW	Form 8.3 - GOALS SOCCER CENTRES PLC
23rd Sep 2019	10:45 am	RNS	Response re possible offer
23rd Sep 2019	7:00 am	RNS	Possible Cash Offer for Goals Soccer Centres plc
29th Aug 2019	8:32 am	RNS	AMA Process
12th Aug 2019	7:49 am	RNS	Update
2nd Aug 2019	7:00 am	RNS	Update
28th Jun 2019	5:56 pm	RNS	Result of AGM
28th Jun 2019	2:59 pm	RNS	Trading Update
21st Jun 2019	11:43 am	RNS	Response to Sports Direct International plc
19th Jun 2019	1:01 pm	RNS	Response to Sports Direct International plc
18th Jun 2019	2:52 pm	RNS	Appointments
10th Jun 2019	7:00 am	RNS	Notice of AGM
28th May 2019	7:00 am	RNS	Trading Update
13th May 2019	7:00 am	RNS	Directorate Change
27th Mar 2019	7:30 am	RNS	Suspension - Goals Soccer Centres Plc
27th Mar 2019	7:00 am	RNS	Trading Update
26th Mar 2019	4:40 pm	RNS	Second Price Monitoring Extn
26th Mar 2019	4:35 pm	RNS	Price Monitoring Extension
12th Mar 2019	2:06 pm	RNS	Second Price Monitoring Extn
12th Mar 2019	2:00 pm	RNS	Price Monitoring Extension
11th Mar 2019	10:25 am	RNS	Holding(s) in Company
8th Mar 2019	7:00 am	RNS	Trading update and change of reporting date
1st Mar 2019	7:00 am	RNS	Holding(s) in Company
25th Jan 2019	3:55 pm	RNS	Holding(s) in Company
25th Jan 2019	7:00 am	RNS	Appointment of Non-Executive Director
23rd Jan 2019	7:00 am	RNS	Directorate Change
15th Jan 2019	7:00 am	RNS	Interim CFO appointed
14th Jan 2019	4:40 pm	RNS	Second Price Monitoring Extn
14th Jan 2019	4:35 pm	RNS	Price Monitoring Extension
14th Jan 2019	7:00 am	RNS	Post close trading update
7th Jan 2019	11:50 am	RNS	Holding(s) in Company
13th Dec 2018	8:50 am	RNS	Goals opens fourth US Soccer Centre
3rd Dec 2018	7:00 am	RNS	Directorate Change
28th Nov 2018	9:08 am	RNS	Holding(s) in Company
12th Sep 2018	7:00 am	RNS	Interim Results
31st Aug 2018	2:34 pm	RNS	Holding(s) in Company
21st Aug 2018	1:39 pm	RNS	PCA Dealing
19th Jul 2018	7:00 am	RNS	Re Directorate
19th Jul 2018	7:00 am	RNS	Post close trading update
26th Jun 2018	11:50 am	RNS	Change of auditor
12th Jun 2018	7:00 am	RNS	Directorate Change
29th May 2018	11:06 am	RNS	Holding(s) in Company
11th May 2018	1:39 pm	RNS	Director/PDMR Shareholding

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